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EX-3.1 - AMENDED AND RESTATED BYLAWS - Marker Therapeutics, Inc. | d226182dex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 11, 2016
Date of Report
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-27239 | 45-4497941 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
50 N. Laura Street, Suite 2500 Jacksonville, FL |
32202 | |||
(Address of principal executive offices) | (Zip Code) |
(206) 504-7278
Registrants telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of 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 11, 2016, the Board of Directors of the Corporation adopted and approved amending and restating the Corporations Bylaws. Changes to the Bylaws were (i) to decouple the office of chief executive officer and President, (ii) to eliminate descriptions of offices and to provide that such duties of the officers can be set by resolution of the Board, (iii) consistent with the foregoing to add a new Section 6.5 of Articles VI of the Bylaws as follows:
6.5 Powers. The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of Corporation similar in organization and business purposes to the Corporation subject to the control of the Board of Directors;
(iv) to change the referenced location of the principal office address of the Corporation; and (v) to make other minor clean up changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.1.
Item 9.01 | FINANCIAL INFORMATION AND EXHIBITS |
(d) Exhibits.
Number |
Description | |
3.1 | Amended and Restated Bylaws. |
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.
TAPIMMUNE INC. | ||||||
Date: July 15, 2016 | By: | /s/ Glynn Wilson | ||||
Name: | Glynn Wilson | |||||
Title: | Chairman and CEO |