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 1, 2020 (March 26, 2020)

Not Applicable

Securities registered under Section 12(b) of the Exchange Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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. ☐

On March 26, 2020, we amended our Amended and Restated Bylaws (which we refer to as our "Bylaws"). This action was taken at a duly called special meeting of our Board of Directors by a unanimous vote of directors. The amendment deleted provisions of our Bylaws that, unless prohibited by law: (i) allowed for the recovery by the Company and our officers and directors of fees, costs and expenses in connection with certain claims by the Company’s stockholders against the Company and any officers and directors and (ii) limited the ability of stockholders holding less than a certain percentage of our Class A common stock to bring claims against the Company, its officers and directors in certain circumstances.

The description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.  The provisions referenced above which have been deleted from the Bylaws appear in the Register of Amendments to the Bylaws at the end of the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K. 

ITEM 9.01                   FINANCIAL STATEMENTS AND EXHIBITS

(d)                      Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

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: April 1, 2020

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