UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 31, 2023, our Board of Directors approved and adopted our First Amended and Restated Bylaws (“Amended Bylaws”) of the Corporation. The primary changes made by way of the Amended Bylaws to our former bylaws is to give effect to the universal proxy provisions set forth in the Rule 14a-19 under the Securities Exchange Act of 1934, as amended, which changes are located in Section 2.14 of the Amended Bylaws. Other changes made by way of the Amended Bylaws include the following:
| ● | Section 2.12 of the Amended Bylaws allows for action required or permitted to be taken an at annual or special meeting of stockholders to be taken by majority written consent of the stockholders, except as may be prohibited by our certificate of incorporation. | |
| ● | Section 3.9 of the Amended Bylaws allows for a director, or the entire Board of Directors, to be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. | |
| ● | Several other revisions, including revisions to reflect recent changes in the Delaware General Corporation Law, none of which materially impact the disclosures we have made concerning our former bylaws in our registration statements, prospectuses and reports filed with the SEC |
The Amended Bylaws have been filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | Method Filing |
The following exhibit is filed with this report:
| Exhibit 3.1 |
First Amended and Restated Bylaws of TFF Pharmaceuticals, Inc. |
Filed Electronically herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| TFF PHARMACEUTICALS, INC. | |
| Dated: April 6, 2023 | /s/ Kirk Coleman |
| Kirk Coleman, | |
| Chief Financial Officer |
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