Current Report Filing (8-k)
July 31 2017 - 4:29PM
Edgar (US Regulatory)
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): July 28, 2017
Dynavax Technologies Corporation
(Exact name of registrant as specified in its charter)
Commission
File
Number: 001-34207
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Delaware
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33-0728374
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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2929 Seventh Street, Suite 100
Berkeley, CA 94710-2753
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code) (510)
848-5100
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
July 31, 2017, the stockholders of the Company approved an amendment to the Companys Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Companys common stock, par value $0.001
from 69,500,000 shares to 139,000,000 shares. The increase in authorized shares was effected pursuant to a Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation (the Certificate of Amendment), filed with
the Secretary of State of the State of Delaware on July 31, 2017. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated into this Item
5.03 by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On July 31, 2017, the Company
held its Special Meeting of Stockholders (the Special Meeting), at the Companys executive office in Berkeley, California. A total of 54,747,656 shares of the Companys common stock were entitled to vote as of June 30,
2017, the record date for the Special Meeting. There were 43,316,072 shares present in person or by proxy at the Special Meeting, at which the stockholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by
the stockholders, and the final voting results of each such proposal. The proposals are described in detail in the Companys Proxy Statement for a Special Meeting of Stockholders.
Proposal 1. Amend the Companys Sixth Amended and Restated Certificate of Incorporation.
The stockholders approved to amend the Companys Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the
authorized number of shares of common stock from 69,500,000 to 139,000,000. The votes were as follows:
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For
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Against
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Abstain
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35,935,589
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6,888,876
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491,607
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Proposal 2. Authorize an adjournment of the meeting, if necessary, to solicit additional proxies if there are
not sufficient votes in favor of Proposal 1.
The stockholders approved to authorize an adjournment, if necessary, to solicit additional
proxies if there are not sufficient votes I favor of Proposal 1. The votes were as follows:
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For
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Against
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Abstain
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35,058,281
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7,918,240
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339,551
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On July 28, 2017, Dynavax Technologies Corporation issued a press
release titled Dynavax Announces FDA Advisory Committee Vote in Favor of
HEPLISAV-B.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits. The following exhibits are filed
herewith:
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3.1
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Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation.
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99.1
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Press Release, dated July 28, 2017, titled Dynavax Announces FDA Advisory Committee Vote in Favor of
HEPLISAV-B
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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.
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Dynavax Technologies Corporation
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Date: July 31, 2017
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By:
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/s/ STEVEN N. GERSTEN
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Steven N. Gersten
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Vice President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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EX-3.1
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Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation.
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EX-99.1
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Press Release, dated July 28, 2017, titled Dynavax Announces FDA Advisory Committee Vote in Favor of
HEPLISAV-B
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