Current Report Filing (8-k)
July 30 2021 - 7:06AM
Edgar (US Regulatory)
0001621443
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12/31
0001621443
2021-07-29
2021-07-29
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iso4217:USD
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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):
July 29, 2021
ZYNERBA PHARMACEUTICALS, INC.
(Exact Name of Issuer as Specified in Charter)
Delaware
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001-37526
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26-0389433
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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80 W. Lancaster Avenue, Suite 300
Devon, PA 19333
(Address of Principal Executive Offices)
(484) 581-7505
(Registrant’s Telephone Number, Including
Area Code)
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:
¨
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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, $0.001 par value per share
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ZYNE
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The Nasdaq Global Market
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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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On July 29, 2021, the
board of directors (the “Board”) of Zynerba Pharmaceuticals, Inc. (the “Company”) adopted resolutions to amend
the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide that the holders of at least 45% of the shares entitled
to vote, represented in person or by proxy, will constitute a quorum at all meetings of the stockholders, whether annual or special. The
Company’s Bylaws previously provided that the holders of a majority of the shares entitled to vote, represented in person or by
proxy, would constitute a quorum at all meetings of the stockholders for the transaction of business.
The foregoing description
of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate
of Amendment to the Bylaws of the Company, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits
The following exhibits are being filed herewith:
(d) Exhibits
SIGNATURE
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.
Date: July 30, 2021
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ZYNERBA PHARMACEUTICALS, INC.
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By:
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/s/ Suzanne Hanlon
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Name: Suzanne Hanlon
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Title: Secretary, Vice President and General Counsel
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