Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest reported) April 3, 2020

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BRICKELL BIOTECH, INC.

(Exact name of Registrant as specified in its charter)



Delaware	000-21088	93-0948554
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5777 Central Avenue

Suite 102

Boulder, CO 80301

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (720) 505-4755

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 Instruction A.2. below):



☐	Written communication 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BBI	The Nasdaq Stock Market LLC

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 8.01. Other Events.

On April 3, 2020, Brickell Biotech, Inc. (the “Company”) filed Amendment No. 1 (“Amendment No. 1”) to the definitive proxy statement (as amended, the “Proxy Statement”) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 30, 2020. Amendment No. 1 reflects the amendment by the Board of Directors of the Company (the “Board”) on April 1, 2020 of the Amended and Restated Bylaws of the Company (the “Bylaws”) in order to reduce the number of directors on the Board from seven to six and the concurrent amendment of Article II, Section 1 of the Bylaws to remove the requirement that the Board be comprised of an odd number of directors. Before making any voting decisions on the proposals included in the Proxy Statement, stockholders of the Company are urged to read the Proxy Statement, including the Amendment No. 1, which is available at the SEC’s website (http://www.sec.gov). The mailing date of the Proxy Statement was March 30, 2020.

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.