UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws
On April 21, 2023, Blue Water Biotech, Inc., a Delaware corporation (the “Company”), filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its corporate name from “Blue Water Vaccines Inc.” to “Blue Water Biotech, Inc.” (the “Name Change Amendment”). The name change was effective as of April 21, 2023. The Name Change Amendment is filed as Exhibit 3.1 to this Current Report.
In connection with the name change, the Company amended the Company’s bylaws to reflect the corporate name Blue Water Biotech, Inc., also effective on April 21, 2023. No other changes were made to the bylaws. A copy of the Second Amended and Restated Bylaws reflecting this amendment is attached as Exhibit 3.2 to this Current Report.
Item 7.01 Regulation FD Disclosure
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2023, the Company: (i) entered into an agreement, dated April 19, 2023, with Veru Inc., a Wisconsin corporation (the “Seller”), to purchase substantially all of the assets related to the Seller’s ENTADFITM business (the “Transaction”); and (ii) announced the Transaction and the Company’s intention to change its corporate name to Blue Water Biotech, Inc.
On April 20, 2023, the Company held a conference call to discuss the Transaction, its corporate name change, and related matters. Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is a transcript (the “Transcript”) of the conference call.
On April 24, 2023, the Company issued a press release regarding the Name Change Amendment (the “Press Release”). The Press Release is attached hereto as Exhibit 99.2 and is being furnished herewith.
The information in this Item 7.01 of this Current Report on Form 8-K (this “Current Report”) and the Press Release and Transcript is being furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Such information shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 3.1 | Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation | |
| 3.2 | Second Amended and Restated Bylaws of Blue Water Biotech, Inc. | |
| 99.1 | Transcript, dated April 20, 2023 | |
| 99.2 | Press Release, dated April 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Blue Water Vaccines Inc. | ||
| Date: April 24, 2023 | By: | /s/ Joseph Hernandez |
| Joseph Hernandez | ||
| Chief Executive Officer | ||
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