The following excerpt is from the company's SEC filing.
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))
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 15, 2015, the Board of Directors (the Board) of Dipexium Pharmaceuticals, Inc. (the Company) adopted an amendment to the Companys Amended and Restated Bylaws (as amended, the Second Amended and Restated Bylaws) to add a new section to Article 11 Miscellaneous in order to provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located in the State of Delaware shall be the sole and exclusive forum for the following types of litigation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Companys stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Companys Certificate of Incorporation or the Second Amended and Restated Bylaws (in each case, as they may be amended from time to time); or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.
The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws (a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference).
Item 9.01 - Financial Statements and Exhibits.
Second Amended and Restated Bylaws of the Company, adopted July 15, 2015
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.
July 20, 2015
Dipexium Pharmaceuticals, Inc.
/s/ David P. Luci
President and Chief Executive Officer
INDEX TO EXHIBITS
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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