Current Report Filing (8-k)
June 17 2022 - 4:26PM
Edgar (US Regulatory)
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0000887247
2022-06-14
2022-06-14
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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): June 14,
2022
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
0-26372 |
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82-0429727 |
(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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11682 El Camino Real, Suite 300
San Diego, CA |
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92130 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 997-2400
(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):
☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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ADMP |
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NASDAQ Capital Market |
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).
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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 information provided under Item 5.03 below
of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 14, 2022, the board of directors (the
“Board”) of Adamis Pharmaceuticals Corporation (the “Company”) approved amendments to the Company’s Amended
and Restated Bylaws (the “Bylaws”), effective immediately. The amendments, among other things, modified the provisions for
determining the presence of a quorum at all meetings of stockholders, to provide that the presence, in person, by remote communication,
if applicable, or by proxy, of both (i) the holders of a majority in voting power of the capital stock issued and outstanding and entitled
to vote on one or more matters to be voted on at the meeting, and (ii) the holders of at least one-third of all issued and outstanding
shares of Common Stock entitled to vote, will constitute a quorum at all meetings of the stockholders for the transaction of business,
and to provide that where a separate vote by a class or classes or series is required, except where otherwise provided by law or by the
Company’s Restated Certificate of Incorporation or the Bylaws, a majority in voting power of the outstanding shares, rather than
a majority of the outstanding shares as was provided prior to the amendment, of such class or classes or series, present in person, by
remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect
to that vote on that matter. Prior to the amendments, the presence, in person, by remote communication, if applicable, or by proxy duly
authorized, of the holders of a majority of the outstanding shares of stock entitled to vote, would constitute a quorum for the transaction
of business. The amendments also provide in the absence of a quorum, any meeting of stockholders may be adjourned, from time to time,
either by the chairman of the meeting or by vote of the holders of a majority in voting power of the shares, rather than by a majority
of the shares, represented at the meeting. Prior to the amendments, a meeting could be adjourned either by the chairman of the meeting
or by the vote of the holders of a majority of the shares represented at the meeting.
The foregoing brief description of the Company’s
amended Bylaws is qualified in its entirety by the full text of the Bylaws, as amended, filed as Exhibit 3.1 hereto and incorporated herein
by reference.
Item 9.01 |
Financial Statements and 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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ADAMIS
PHARMACEUTICALS CORPORATION |
|
|
|
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Dated: June 17, 2022 |
By: |
/s/
David C. Benedicto |
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Name: |
David
C. Benedicto |
|
Title: |
Chief
Financial Officer |
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