UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On June 19, 2023, the Board of Directors (the “Board”) of Avid Bioservices, Inc. (the “Company”), based on the recommendation of the Corporate Governance Committee of the Board, approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws include the following amendments:
Article II, Section 6 has been amended to (i) create an exception to the default voting standard, for matters other than the election of directors, to allow the Company to use for stock exchange or other regulatory votes the standard prescribed by the rules and regulations of such stock exchange or other regulatory body and (ii) affirm that the voting standard for the election of directors is a plurality of the votes of shares present in person or by proxy and entitled to vote on the matter.
Article II, Section 8 has been amended to eliminate the requirement that the Company’s stock list be made available during the whole time of a meeting of stockholders.
Article VI, Section 1 has been amended to clarify that the Company’s former directors and officers are only indemnified for actions taken before they ceased to be directors and officers.
Article VII, Section 9 has been amended to clarify that the forum selection clause for internal corporate claims does not apply to actions arising under the Securities Exchange Act of 1934, as amended, or under the Securities Act of 1933, as amended.
In addition, the Amended and Restated Bylaws include certain technical, conforming, modernizing and clarifying changes.
The Amended and Restated Bylaws are filed herewith as Exhibit 3.2. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit Number | Description | |
| 3.2 | Amended and Restated Bylaws of Avid Bioservices, Inc. adopted on June 19, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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 hereunto duly authorized.
| AVID BIOSERVICES, INC. | |||
| Date: June 23, 2023 | By: | /s/ Daniel R. Hart | |
| Daniel R. Hart | |||
| Chief Financial Officer |
| 3 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.2 | Amended and Restated Bylaws of Avid Bioservices, Inc. adopted on June 19, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 4 |