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; Change in Fiscal Year.
On March 15, 2024, the board of directors (the “Board”) of PepGen Inc. (the “Company”) approved and adopted the second amended and restated by-laws (the “Second Amended and Restated By-laws”) of the Company, effective immediately. The Second Amended and Restated By-laws amend certain of the provisions of Article I, Sections 2, 6, 8, and 9, and Article VI, Sections 8 and 9. Among other things, the amendments set forth in the Second Amended and Restated By-laws:
| (1) | revise the procedures and disclosure requirements set forth in the advance notice by-law provisions; |
| (2) | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including applicable notice and solicitation requirements; |
| (3) | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; |
| (4) | update various provisions of the Amended and Restated By-laws to make certain technical and clarifying changes that address Rule 14a-19; |
| (5) | eliminate the requirement to make a stockholder list available for examination at meetings of stockholders as provided for by recent amendments under the Delaware General Corporation Law; |
| (6) | clarify the conduct and procedures relating to any meeting of stockholders; and |
| (7) | clarify the exclusive jurisdiction of Delaware Courts and United States Federal District Courts with respect to certain legal proceedings. |
Additional amendments were made to make clarifying or conforming language changes, in addition to technical or ministerial changes. The foregoing summary of the Second Amended and Restated By-laws does not purport to be complete and is subject, and qualified in its entirety by reference, to the Second Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated By-laws of PepGen Inc. | |
| 104 | Cover page interactive data file (embedded within Inline XBRL document) | |
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 thereunto duly authorized.
| PEPGEN INC. | ||||||
| Date: March 15, 2024 | By: | /s/ Noel Donnelly | ||||
| Noel Donnelly, Chief Financial Officer | ||||||