Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - CHAMPIONS ONCOLOGY, INC. | exhibit31-amendedbylawx2017.htm |
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): May 9, 2017
CHAMPIONS ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-11504 | 52-1401755 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 University Plaza, Suite 307, Hackensack, New Jersey 07601
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (410) 369-0365
(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:
¨ 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))
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 o
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. o
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |
On May 9, 2017, the board of directors (the “Board”) of Champions Oncology, Inc. (the “Company”) approved an amendment to Section 2.10 of the Company’s bylaws. Previously, such provision stated that any director of the Company may be removed with cause by the affirmative vote of the holders of seventy-five percent (75%) of all the votes entitled to be cast for the election of directors, but no director may be removed by the stockholders without cause. As amended, such provision now states that, subject to the rights of the holders of any series of preferred stock then outstanding, any director of the Company may be removed with or without cause by the affirmative vote of the holders of at least a majority of all the votes entitled to be cast for the election of directors.
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
3.1 Amended and Restated Bylaws
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 thereunto duly authorized.
CHAMPIONS ONCOLOGY, INC. | ||
(Registrant) | ||
Date: May 9, 2017 | By: | /s/ Ronnie Morris |
Ronnie Morris Chief Executive Officer | ||