Current Report Filing (8-k)
October 06 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2017
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31361
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35-2089858
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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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4131 ParkLake Ave., Suite #225
Raleigh, NC
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27612
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
919-582-9050
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 to 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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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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☐
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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 5.08.
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Shareholder Director Nominations.
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The Board of Directors of BioDelivery Sciences
International, Inc. (the Company) has established December 7, 2017 as the date of the Companys 2017 Annual Meeting of Stockholders (the 2017 Annual Meeting) and October 27, 2017 as the record date for
determining stockholders entitled to notice of, and to vote at, the 2017 Annual Meeting. Because the Company is holding the 2017 Annual Meeting more than 30 days later than the date of the Companys annual meeting in 2016, stockholders of the
Company who wish to have a proposal or director nomination considered for inclusion in the Companys proxy materials for the 2017 Annual Meeting pursuant to Rule
14a-8
under the Securities Exchange Act of
1934, as amended must ensure that such proposal is received by the Companys Secretary at BioDelivery Sciences International, Inc., 4131 ParkLake Avenue, Suite 225, Raleigh, NC 27612 on or before the close of business on October 27, 2017,
which the Company has determined to be a reasonable time before it expects to print and send its proxy materials for the 2017 Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities
and Exchange Commission and the Companys Amended and Restated Bylaws in order to be eligible for inclusion in the proxy materials for the 2017 Annual Meeting.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K,
the press release included herein, and any statements of representatives and partners
of BioDelivery Sciences International, Inc. (the Company) related thereto contain, or may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Companys plans, objectives, projections, expectations and intentions and other
statements identified by words such as projects, may, will, could, would, should, believes, expects, anticipates, estimates,
intends, plans, potential or similar expressions. These statements are based upon the current beliefs and expectations of the Companys management and are subject to significant risks and uncertainties,
including those detailed in the Companys filings with the Securities and Exchange Commission. Actual results (including, without limitation, the anticipated 2017 Annual Meeting date) may differ significantly from those set forth in the
forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Companys control). The Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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October 6, 2017
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
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By:
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/s/ Ernest R. De Paolantonio
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Name:
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Ernest R. De Paolantonio
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Title:
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Chief Financial Officer, Treasurer and Secretary
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