UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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| (Address of Principal Executive Offices) | (Zip Code) |
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code:
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Indicate by check mark whether the registrant is an emerging growth company 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 |
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective September 6, 2023, Adamis Pharmaceuticals Corporation (the “Company”) changed its corporate name to DMK Pharmaceuticals Corporation (the “Name Change”) pursuant to a certificate of amendment to the Company’s restated certificate of incorporation (the “Charter Amendment”) filed with the Secretary of State of Delaware. On the effective date of the Name Change the Company also amended and restated its Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to reflect the Name Change. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders. Other than the Name Change, the Company did not make any changes to its certificate of incorporation or Amended and Restated Bylaws.
The Company’s common stock will begin trading under the new ticker symbol “DMK” on The Nasdaq Capital Market on or about September 8, 2023. Except as described in the preceding sentence, the Name Change does not affect the Company’s trading symbol, its CUSIP, nor the rights of its security holders, creditors, customers or suppliers.
Copies of the Charter Amendment and the Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on Form 8-K and are incorporated herein by reference. On September 7, 2023, the Company issued a press release regarding the Name Change. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Adamis Pharmaceuticals Corporation | |
| 3.2 | Amended and Restated Bylaws of DMK Pharmaceuticals Corporation. | |
| 99.1 | Press release dated September 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ADAMIS PHARMACEUTICALS CORPORATION | ||
| Dated: September 7, 2023 | By: | /s/ David J. Marguglio |
| Name: | David J. Marguglio | |
| Title: | President | |