UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 16, 2024, the Board of Directors (the “Board”) of BioCryst Pharmaceuticals, Inc. (the “Company” or “BioCryst”) approved and adopted Amended and Restated By-Laws of the Company (as so amended and restated, the “By-Laws”), that became effective immediately. The amendments to the By-Laws include:
| · | updates to align with and conform to changes in the Delaware General Corporation Law (the “DGCL”), including, without limitation, to (i) align the requirement regarding the availability of the stockholder list with DGCL Section 219 and (ii) clarify the manner in which a meeting of stockholders (including a virtual meeting) may be adjourned without having to provide additional notice in accordance with DGCL Section 222; |
| · | revisions to the procedures to be followed and information to be provided by stockholders giving notice of director nominations or of certain other business proposed to be introduced at annual or special meetings of stockholders, including addressing information to be provided in connection with solicitations subject to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (i.e., “universal proxy card” rules), and by or with respect to the stockholder, any beneficial owner on whose behalf the notice is provided, and any stockholder nominee(s); |
| · | a provision that the number of nominees that a stockholder may nominate may not exceed the number of directors to be elected and clarification of the timing for providing notice of additional or substitute nominations; |
| · | revisions to require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white; and |
| · | technical and conforming revisions and clarifications and other administrative changes. |
The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 hereto and incorporated in this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
| 3.1 | Amended and Restated By-Laws of BioCryst Pharmaceuticals, Inc. effective as of January 16, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
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.
| BioCryst Pharmaceuticals, Inc. | |||
| Date: | January 18, 2024 | By: | /s/ Alane Barnes |
| Name: Alane Barnes Title: Chief Legal Officer |