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EX-3.1 - EXHIBIT 3.1 - SENOMYX INCex3-1.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

 

Date of Report (Date of earliest event reported): August 31, 2017

 

 

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

000-50791

(Commission File Number)

33-0843840

(I.R.S. Employer Identification No.)

 

4767 Nexus Centre Drive
San Diego, California

(Address of principal executive offices)

92121

(Zip Code)

 

Registrant's telephone number, including area code: (858) 646-8300

 

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 of the registrant under any of the following provisions (see General Instruction A.2. below):

 

    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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

    

 

 

      

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

 

On August 31, 2017, the company’s Board of Directors (the “Board”) approved and adopted Amended and Restated Bylaws of the company as set forth in Exhibit 3.1, which became effective immediately upon the Board’s approval. The Amended and Restated Bylaws provide, among other things, for additional disclosure requirements for notices of director nominations and stockholder proposals, including a requirement that stockholders update and supplement such notices, supplement the certification and disclosure requirements for any individual who has been proposed by a stockholder as a nominee for election to the Board, and include affirmations required to be made by those individuals.

 

The foregoing is intended to be only a summary, does not purport to be a complete description of the Amended and Restated Bylaws, and is qualified in its entirety by reference to the Amended and Restated Bylaws, attached as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1        Amended and Restated Bylaws of Senomyx, Inc.

 

 

 

 

SIGNATURE

 

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.

 

 

SENOMYX, INC.

 

 

 

 

By:

/S/ CATHERINE LEE

 

 

Catherine Lee

 

 

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

Date: September 1, 2017