Current Report Filing (8-k)
January 25 2019 - 4:07PM
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): January 25, 2019
PhaseBio Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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
(Registrant’s 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):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
3.03 Material Modification to Rights of Security Holders
.
The applicable information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 8.01 Other Events.
On December 19, 2018, the Delaware Chancery Court issued an opinion in
Sciabacucchi v. Salzberg
, C.A. No. 2017-0931-JTL, invalidating provisions in the certificates of incorporation of Delaware companies that purport to limit to federal court the forum in which a stockholder could bring a claim under the Securities Act of 1933, as amended. The Chancery Court held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law. This case may be appealed to the Delaware Supreme Court.
Article VII of our amended and restated certificate of incorporation (the “Charter”) contains a similar federal forum selection provision. As such, and in light of the recent
Sciabacucchi
decision, we do not currently intend to enforce the foregoing federal forum selection provision unless the
Sciabacucchi
decision is appealed and the Delaware Supreme Court reverses the decision. If there is no appeal of the
Sciabacucchi
decision or if the Delaware Supreme Court affirms the Chancery Court’s decision, then at our next regularly-scheduled annual meeting of stockholders we will seek approval by our stockholders to amend the Charter to remove such provision.
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: January 25, 2019
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By:
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/s/ John Sharp
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John Sharp
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Chief Financial Officer
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