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EX-3.1 - AMENDED AND RESTATED BYLAWS OF THE COMPANY - Inhibitor Therapeutics, Inc.d762792dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2014 (July 18, 2014)

 

 

HedgePath Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13467   30-0793665
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
 

(IRS Employer

Identification No.)

324 South Hyde Park Avenue, Suite 350

Tampa, FL 33606

(813) 864-2559

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 18, 2014, the Board of Directors (the “Board”) of HedgePath Pharmaceuticals, Inc., a Delaware corporation (the “Company”), unanimously approved and adopted an Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amend those certain Bylaws of the Company adopted by the Board on July 30, 2013, to:

 

    allow for the removal of any one or all of the directors of the Board, with or without cause, by stockholders holding a majority of the issued and outstanding voting stock of the Company that are entitled to vote at an election of directors, at any time that the Board is not classified;

 

    remove the provision allowing a majority of the directors of the Board to remove a director with or without cause; and

 

    amend the defined term “Cause” to include that, for Frank E. O’Donnell, Jr. M.D., the Executive Chairman of the Company (“O’Donnell”), only, the Company’s failure to achieve certain performance goals as described in that certain Equity Holders Agreement, dated June 24, 2014, by and among the Company, Mayne Pharma Ventures Pty Ltd, Hedgepath LLC, a Florida limited liability company and the majority stockholder of the Company which is controlled by Black Robe Capital LLC, of which O’Donnell is the manager (“HPLLC”), O’Donnell and Nicholas J. Virca (the “EHA”) or the occurrence of an event of default or breach by HPLLC of a certain promissory note issued by the Company to HPLLC, will constitute “Cause.”

Pursuant to the Company’s Certificate of Incorporation, the Board is currently classified, with the effect that the Company’s stockholders may, pursuant to the Amended and Restated Bylaws, only remove Company directors for “Cause” (as defined in the Amended and Restated Bylaws).

The preceding is a summary of the material changes in the Amended and Restated Bylaws and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 8.01. Other Events.

As previously reported, on June 24, 2014, the Board appointed Stefan J. Cross, Dr. R. Dana Ono and W. Mark Watson to serve as directors on the Board. Since pursuant to the Company’s Certificate of Incorporation, the Board is currently classified, on July 18, 2014, the Board designated the following directors to serve in the following board classes:

 

Board Member

  

Board Class

  

Serving for a Term Ending at the

Annual Meeting of Company

Stockholders in the Following Year

Frank E. O’Donnell, Jr. M.D.

   Class I    2015

W. Mark Watson

   Class I    2015

Samuel P. Sears, Jr.

   Class II    2016

Dr. R. Dana Ono

   Class II    2016

Stefan J. Cross

   Class III    2017

 

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Item 9.01. Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report.

 

3.1    Amended and Restated Bylaws of the Company

 

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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.

 

Dated: July 24, 2014     HEDGEPATH PHARMACEUTICALS, INC.
    By:  

/s/ Garrison J. Hasara

    Name:   Garrison J. Hasara
    Title:   Chief Financial Officer and Treasurer

 

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