Protalix BioTherapeutics Inc. (DE) filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2024 (
(Exact name of registrant as specified in its charter)
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Item 3.03 | Material Modification to Rights of Security Holders |
The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 27, 2024, the Board of Directors of Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), unanimously approved and adopted an amendment and restatement of the Bylaws of the Company, effective immediately (the “Amended Bylaws”) to, among other things: (i) amend the criteria relating to stockholders’ ability to call special meetings including (a) increasing the requisite aggregate beneficial ownership of the requesting stockholders from no less than 10% to no less than 25% of all of the votes entitled to be cast on any issue proposed to be considered at the special meeting, (b) modifying the time in which the Company’s secretary will fix the date of such special meeting from not less than 10 days to not less than 30 days after the receipt of such stockholder request, (c) modifying the time in which the stockholders making such request can set the special meeting date from seven days to 10 days following the receipt of such request if the Company’s secretary should neglect or refuse to call such meeting, and (d) enhancing certain procedural and disclosure requirements for calling a special meeting; (ii) enhance the procedural mechanics and disclosure requirements for stockholders to make business proposals at stockholder meetings under the Company’s “advance notice” or director nominations under the Company’s “proxy access” bylaw provisions; (iii) addresss matters relating to the adoption of the universal proxy rules under Rule 14a-9 of the Securities Exchange Act of 1934, as amended; (iv) remove the provision that allows stockholders to act by written consent in lieu of a meeting; and (v) add that (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) is the exclusive forum for litigation against the Company relating to state corporate matters and (b) the U.S. federal district courts is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The Amended Bylaws also include certain other revisions made for the purpose of clarity and consistency.
The foregoing summary and description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
| Description | |
3.1 | Amended and Restated Bylaws of Protalix BioTherapeutics, Inc. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 31, 2024 | PROTALIX BIOTHERAPEUTICS, INC. | ||
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| By: | /s/ Dror Bashan | |
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| Name: | Dror Bashan |
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| Title: | President and |