Current Report Filing (8-k)
April 15 2014 - 4:49PM
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 15, 2014
Adamas Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36399 |
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42-1560076 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
of incorporation) |
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2200 Powell Street, Suite 220
Emeryville, CA |
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94608 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (510) 450-3500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Amendment and Restatement of Certificate of Incorporation
On April 15, 2014, Adamas Pharmaceuticals, Inc., a Delaware corporation (the Company), filed an amended and restated certificate of incorporation (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 shares of its common stock. The Companys board of directors and stockholders previously approved the Restated Certificate effective as of and contingent upon the closing of the Companys initial public offering. A copy of the Restated Certificate is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of April 15, 2014, the Company adopted amended and restated bylaws (the Restated Bylaws) in connection with the closing of the Companys initial public offering of shares of its common stock. The Companys board of directors and stockholders previously approved the Restated Bylaws effective as of and contingent upon the closing of the Companys initial public offering. A copy of the Restated Bylaws is filed herewith as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1 |
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Amended and Restated Certificate of Incorporation of Adamas Pharmaceuticals, Inc. |
3.2(1) |
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Amended and Restated Bylaws of Adamas Pharmaceuticals, Inc. |
(1) Previously filed as Exhibit 3.4 to the Companys Registration Statement on Form S-1, as amended (File No. 333-194342), filed with the Commission on March 5, 2014, and incorporated herein by reference.
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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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Adamas Pharmaceuticals, Inc. |
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Dated: April 15, 2014 |
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By: |
/s/ Anthony Rimac |
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Anthony Rimac |
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Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. |
|
Description |
3.1 |
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Amended and Restated Certificate of Incorporation of Adamas Pharmaceuticals, Inc. |
3.2(1) |
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Amended and Restated Bylaws of Adamas Pharmaceuticals, Inc. |
(1) Previously filed as Exhibit 3.4 to the Companys Registration Statement on Form S-1, as amended (File No. 333-194342), filed with the Commission on March 5, 2014, and incorporated herein by reference.
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