ADMA Biologics Inc.
06/28/2024 | Press release | Distributed by Public on 06/28/2024 14:35
Certificate of Incorporation/Bylaws Form 8 K
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 27, 2024, the Board of Directors (the "Board") of ADMA Biologics, Inc. (the "Company") approved the Second Amended and Restated Bylaws of the Company (the "Second Amended and Restated Bylaws"), which became effective immediately. The Board adopted certain clarifying amendments and other updates, which, among other items, made the following changes:
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Article IV, Section 6(b) of the Second Amended and Restated Bylaws reduces the threshold of the holders of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally at an election of directors required to remove a director with cause (subject to any limitation imposed by law) from sixty-six and two-thirds percent (66 2/3%) of such holders to a majority of such holders; and
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The Second Amended and Restated Bylaws add Article XV, which requires, among other things, that (i) certain proceedings be exclusively brought in the Court of Chancery of the State of Delaware, or other courts of competent jurisdiction within the State of Delaware or the U.S. District Court for the District of Delaware, subject to such court having personal jurisdiction over the named defendants, and (ii) unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States be the exclusive forum for the resolution of any complaint asserting a cause of action against the Company or its officers and directors arising under the Securities Act of 1933, as amended.
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The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified entirely by reference to the full text of the Second Amended and Restated Bylaws, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.