Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 5, 2022, the Board of Directors (the "Board") of Praxis Precision
Medicines, Inc. (the "Company") amended and restated the Company's amended and
restated bylaws (as amended and restated, the "Amended and Restated Bylaws"),
effective immediately.
The Amended and Restated Bylaws amend and restate the Company's bylaws to:
(1) provide generally that the Board shall appoint the officers of the Company
(rather than requiring the Board to appoint the President, Treasurer and
Secretary at the Board meeting following the annual meeting of stockholders (the
"Annual Board Meeting") and any other officer at such meeting or any other
meeting of the Board); (2) provide that appointments and removals of officers
are subject to such officers' rights under any contract of employment;
(3) provide that the tenure of an officer shall be until his or her successor is
elected and qualified or until his or her earlier resignation or removal (rather
than until the next Annual Board Meeting); (4) provide that the Chairman of the
Board must be a director; (5) provide that the record date for a stockholders
meeting shall apply to any adjourned meeting and that the Board may fix a new
record date for an adjourned meeting; (6) provide that the Amended and Restated
Bylaws may be amended or repealed by the affirmative vote of not less than
two-thirds of the outstanding shares entitled to vote on such amendment or
repeal; and (7) reflect certain administrative, clarifying, and conforming
changes.
In addition, the Amended and Restated Bylaws revise Article VI, Section 7 to
read as follows (where "Corporation" refers to the Company and "DGCL" refers to
the Delaware General Corporation Law):
SECTION 7. Exclusive Jurisdiction of Delaware Courts. Unless the Corporation
consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware shall be the sole and exclusive forum for
(i) any derivative action or proceeding brought on behalf of the Corporation,
(ii) any action asserting a claim of breach of or based on a fiduciary duty owed
by any current or former director, officer or other employee or stockholder of
the Corporation to the Corporation or the Corporation's stockholders, (iii) any
action asserting a claim against the Corporation or any current or former
director, officer, or other employee or stockholder of the Corporation arising
pursuant to any provision of the DGCL or the Certificate or Bylaws or as to
which the DGCL confers jurisdiction on the Court of Chancery of the State of
Delaware, or (iv) any action asserting a claim governed by the internal affairs
doctrine, in each case subject to said Court of Chancery having personal
jurisdiction over the indispensable parties named as defendants therein;
provided that, the provisions of this sentence will not apply to suits brought
to enforce any liability or duty created by the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, or any other claim
for which the federal courts have exclusive jurisdiction; and provided further
that, if and only if the Court of Chancery of the State of Delaware dismisses
any such action for lack of subject matter jurisdiction, such action may be
brought in another state or federal court sitting in the State of Delaware.
Unless the Corporation consents in writing to the selection of an alternative
forum, the federal district courts of the United States of America shall, to the
fullest extent permitted by law, be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended. Any person or entity purchasing or otherwise
acquiring any interest in shares of capital stock of the Corporation shall be
deemed to have notice of and consented to the provisions of this Section 7.
The foregoing description of the Amended and Restated Bylaws is qualified in its
entirety by reference to the Amended and Restated Bylaws, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Bylaws of Praxis Precision Medicines, Inc.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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