Current Report Filing (8-k)
April 02 2021 - 4:03PM
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): March 29, 2021
ANIXA
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37492
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11-2622630
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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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3150
Almaden Expressway, Suite 250
San
Jose, CA
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95118
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 708-9808
(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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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ANIX
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The
NASDAQ Stock Market LLC
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
March 29, 2021, following a discussion with the Board of Directors (the “Board”) of Anixa Biosciences, Inc. (the “Company”),
Dr. John Monahan and David Cavalier each notified the Board of their decision not to stand for re-election at the Company’s
next annual meeting of stockholders to be held May 21, 2021. Dr. Monahan and Mr. Cavalier each made this determination with consideration
to the enactment in the State of California of SB 826 and AB 979 requiring public companies headquartered in California to maintain
minimum representation of females and members of underrepresented communities on their board of directors based on the size of
the board of directors. Each of Dr. Monahan and Mr. Cavalier has notified the Board that the decision not to stand for re-election
is not based on any disagreement with the Company.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 29, 2021, the Board approved and adopted effective as of such date an amendment (the “Amendment”) to the Amended
and Restated Bylaws of the Company (the “Bylaws”) to add a new Section 11.3 to include a provision to designate the
state and federal courts of the State of Delaware, respectively, as the exclusive forums in which certain claims may be brought
against the Company. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference. The foregoing description of the Amendment is qualified in its entirety by reference to such exhibit.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
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.
Dated:
April 2, 2021
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ANIXA
BIOSCIENCES, INC.
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By:
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/s/
Amit Kumar
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Name:
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Dr.
Amit Kumar
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Title:
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President
and Chief Executive Officer
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