BioAtla Inc.
04/24/2024 | Press release | Distributed by Public on 04/24/2024 14:16
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2024, the board of directors (the "Board") of BioAtla, Inc. (the "Company") approved and adopted an amendment and restatement of the Company's Amended and Restated Bylaws (the "Bylaws"), which became immediately effective, and include, among other things, the following changes in Article I, Section 2 relating to advance notice requirements applicable to stockholder-submitted nominations and other business proposals (the "Advance Notice Bylaw"):
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remove the requirement for a Proposing Person (as defined in the Advance Notice Bylaw) to disclose any knowledge that another person or entity is Acting in Concert (as defined in the Advance Notice Bylaw) in describing the material terms of any agreement, arrangement or understanding entered into for the purpose of acquiring, holding, disposing or voting shares of the Company's stock;
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clarify that a stockholder's notice required by the Advance Notice Bylaw must disclose the names, addresses and Company stock ownership of record and beneficial owners known by any of the Proposing Persons to be providing financial support or meaningful assistance in furtherance of such nominations or other business proposals;
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clarify that a stockholder providing a Timely Notice (as defined in the Advance Notice Bylaw) may cure any deficiency or inaccuracy therein on or prior to the last day stockholders may deliver such a Timely Notice;
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remove the requirement that the stockholder providing the Timely Notice respond to the Company within seven (7) business days of the Company requesting the stockholder to demonstrate the accuracy of the information submitted pursuant to the Advance Notice Bylaw;
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remove the requirement that a Proposing Person or the proposed nominee or any stockholder to submit such other information as may be reasonably requested by the Company;
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remove the requirement that any proposed nominee submit to interviews; and
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modify the definitions of "Acting in Concert" "Associated Person" and "principal competitor."
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.