DARÉ BIOSCIENCE, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
? update the advance notice procedures for stockholder nominations of directors
and submission of stockholder proposals (other than proposals to be included
in the Company's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) made in connection with
annual and special meetings of stockholders, including by (i) adding a
requirement that a stockholder seeking to nominate director(s) at a meeting of
stockholders deliver to the Company reasonable evidence that it complied with
the requirements of Rule 14a-19 of the Exchange Act, (ii) clarifying that if a
stockholder fails to comply with all of the requirements of Rule 14a-19, then
its director nominees will be ineligible for election at the meeting, (iii)
prohibiting a stockholder from nominating a greater number of persons for
election to the board of directors than are subject to election at the
stockholder meeting; (iv) adding a requirement that a stockholder or a
qualified representative of the stockholder appear at the stockholder meeting
to present a nomination or other business; and (iv) updating requirements
regarding the information stockholders must submit and representations
stockholders must make in connection with submitting stockholder proposals and
director nominations;
? update the provisions relating to stockholder meeting adjournment procedures
and the list of stockholders entitled to vote at stockholder meetings to
reflect recent amendments to the Delaware General Corporation Law;
? update provisions regarding the Company's officers and their duties and
responsibilities;
? update the forum selection provision related to certain matters required to be
brought in Delaware courts to provide that if an action within the scope of
that provision is filed in a different court, the stockholder will be, among
other things, deemed to have consented to personal jurisdiction of the courts
located in Delaware ; and
? update certain provisions to conform to Delaware law and to make other
administrative, modernizing, clarifying, and conforming changes.
The foregoing description is qualified in its entirety by reference to the Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Third Amended and Restated By-laws
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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