8-K
FILANA THERAPEUTICS, INC. (FLNA)
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) December 19, 2022
___________________
Cassava Sciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 000-29959 | 91-1911336 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification Number) |
6801 N Capital of Texas Highway, Building 1; Suite 300
Austin, Texas 78731
(Address of principal executive offices, including zip code)
(512) 501-2444
(Registrant’s telephone number, including area code)
(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):
| | ThereWritten communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | SAVA | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 December 19, 2022, the Board of Directors of Cassava Sciences, Inc. amended Article II(1) of its Amended and Restated Bylaws to fix the size of the board to six members, effective immediately.
A copy of the Certificate of Amendment of Amended and Restated Bylaws effective December 19, 2022 is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 3.1 | Certificate of Amendment of Amended and Restated By-laws of Cassava Sciences, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CASSAVA SCIENCES, INC. | ||
|---|---|---|
| a Delaware corporation | ||
| Date: December 22, 2022 | ||
| By: | /s/ ERIC J. SCHOEN | |
| Eric J. Schoen | ||
| Chief Financial Officer |
Exhibit 31
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED BYLAWS OF
CASSAVA SCIENCES, INC.
The undersigned, R. Christopher Cook, hereby certifies that:
1.I am the duly elected and incumbent Secretary of Cassava Sciences, Inc., a Delaware corporation (the “Corporation”).
2.By resolution of the Board of Directors of the Corporation duly adopted at a meeting duly called and held on December 19, 2022, at which a quorum was present and acting throughout, Article II(1) of the Amended and Restated Bylaws of the Corporation was amended to read in its entirety as follows:
ARTICLE II
1.NUMBER; QUALIFICATIONS
The Board of Directors shall consist of one or more members, and is currently set at six members. The number of directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation. Directors need not be stockholders.
3.The matters set forth in this certificate are true and correct of my own knowledge.
Date: December 22, 2022
/s/ R. CHRISTOPHER COOK
R. Christopher Cook, Secretary