0001437749-18-007692.txt : 20180425 0001437749-18-007692.hdr.sgml : 20180425 20180425160525 ACCESSION NUMBER: 0001437749-18-007692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180424 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180425 DATE AS OF CHANGE: 20180425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEXTERA SURGICAL INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51772 FILM NUMBER: 18774374 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: CARDICA INC DATE OF NAME CHANGE: 20020719 8-K 1 crdc20180424_8k.htm FORM 8-K crdc20180424_8k.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

 

 

 EX-3.1 2 ex_111075.htm EXHIBIT 3.1 ex_111075.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DEXTERA SURGICAL INC.

 

 

Matthew English hereby certifies that:

 

ONE:     He is the duly appointed and acting Chief Restructuring Officer of Dextera Surgical Inc., a Delaware corporation.

 

TWO:     The name of this Corporation is Dextera Surgical Inc. and the date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was October 15, 1997.

 

THREE:     The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to change the name of the Corporation from Dextera Surgical Inc. to Dex Liquidating Co., so that Article I of the Amended and Restated Certificate of Incorporation is hereby amended, and restated in its entirety, to read as follows:

 

“I.

 

The name of this corporation is Dex Liquidating Co. (the “Corporation”).

 

The foregoing Certificate of Amendment has been duly adopted by this Corporation’s Board of Directors in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

Executed at Redwood City, California, on April 24, 2018.

 

 

By: /s/ Matthew English

Matthew English

Chief Restructuring Officer