Current Report Filing (8-k)
April 11 2018 - 5:21PM
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)
April 9, 2018
STELLAR BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
British Columbia, Canada
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001-37619
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N/A
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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332 E. Scott Street
Port Hueneme,
California 93041
(Address of principal executive offices)
(Zip Code)
(805) 488-2800
(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 Instruction A.2. below):
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¨
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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
x
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.
x
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
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On April 9, 2018 (the “Effective Date”), Stellar
Biotechnologies, Inc. (the “Company”) filed a Notice of Alteration with the British Columbia Registry Services to amend
(the “Amendment”) the Company’s Notice of Articles and Articles (the “Articles”). Pursuant to the
Amendment, the Articles were revised to add Part 26, which creates a class of an unlimited number of preferred shares without par
value (the “Preferred Shares”), which Preferred Shares may be designated and issued in one or more series in the future,
with such rights, preferences and privileges as determined by the Company’s Board of Directors (the “Board”).
Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to any series
of the Preferred Shares by the Board, or in connection with convertible Preferred Shares, the holders of Preferred Shares shall
not be entitled as such to receive notice of, or to attend or to vote at any general meeting of shareholders of the Company. As
previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2018, the Amendment
was approved at the Company’s Annual Meeting of Shareholders held on March 27, 2018. The Amendment to the Articles is effective
as of the Effective Date.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the Articles, as amended by the Amendment, that
are attached hereto as Exhibit 3.1 and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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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Stellar Biotechnologies, Inc.
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Date: April 11, 2018
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By:
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/s/ Kathi
Niffenegger
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Name: Kathi
Niffenegger
Title: Chief
Financial Officer
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