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EX-3.1 - EXHIBIT 3.1 - Dex Liquidating Co.ex_111075.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): April 24, 2018

 

Dextera Surgical Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

000-51772

(Commission

File Number)

 

94-3287832

(IRS Employer

Identification No.)

 

 

 

 

900 Saginaw Drive, Redwood City, CA

(Address of Principal Executive Offices)

 

94063

(Zip Code)

 

Registrant’s telephone number, including area code: (650) 364-9975

 

________Dextera Surgical Inc.___________

(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:

 

☐     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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 April 24, 2018, Dextera Surgical Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a change of its name from “Dextera Surgical Inc.” to “Dex Liquidating Co.” The name change became effective upon the filing of the Amendment.

 

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

 

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.

 

 

 

Dextera Surgical Inc.

 

       

 

 

 

 

Date: April 25, 2018 

 

/s/ Matthew English

 

 

 

Matthew English

 

 

 

Chief Restructuring Officer