Current Report Filing (8-k)
October 22 2018 - 4:36PM
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): October 22, 2018
PhaseBio Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38697
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03-0375697
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1 Great Valley Parkway, Suite 30
Malvern, Pennsylvania
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19355
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(Address of Principal Executive Offices)
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(Zip Code)
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(610)
981-6500
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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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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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 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On October 22, 2018, PhaseBio Pharmaceuticals, Inc. (the
Company
) filed an Amended and Restated Certificate of Incorporation, or
the Restated Certificate, with the Secretary of State of the State of Delaware in connection with the closing of the Companys initial public offering of its common stock, or the IPO. The Companys board of directors and stockholders
previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of
October 22, 2018, the Company adopted Amended and Restated Bylaws, or the Restated Bylaws, in connection with the closing of the IPO. The Companys board of directors and stockholders previously approved the Restated Bylaws to be effective
upon the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Please see the description
of the Restated Certificate and the Restated Bylaws in the section titled Description of Capital Stock in the final prospectus the Company filed with the U.S. Securities and Exchange Commission on October 19, 2018 pursuant to Rule
424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form
S-1,
as amended (File
No. 333-227474).
Item 9.01 Financial Statements and Exhibits.
(1)
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Previously filed as Exhibit 3.4 to the Registrants Registration Statement on Form
S-1,
as amended (File
No. 333-227474),
filed with the U.S. Securities and Exchange Commission on October 5, 2018, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PhaseBio Pharmaceuticals, Inc.
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Dated: October 22, 2018
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By:
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/s/ Jonathan P. Mow
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Jonathan P. Mow
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Chief Executive Officer
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