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): September 14, 2012

 

ENTREMED, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

(State or other jurisdiction of

incorporation or organization)

 

0-20713

(Commission File Number)

 

 

58-1959440

(IRS Employer Identification

No.)

 

9640 Medical Center Drive

Rockville, Maryland

 

 

(Address of principal executive offices)

 

20850

 

 

(Zip Code)

 

(240) 864-2600

 

 

(Registrant’s telephone number, including area code)

 

Not Applicable

(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))

 

 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective on September 14, 2012, EntreMed, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Elimination, which eliminated all references to the Company’s Series A Convertible Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation, as amended. As previously reported, there are no shares of the Series A Convertible Preferred Stock outstanding and no shares of the Series A Convertible Preferred Stock will be issued pursuant to the Certificate of Designation for the Series A Convertible Preferred Stock, and that all matters set forth in such Certificate of Designation are eliminated from the Company’s Amended and Restated Certificate of Incorporation.

 

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.

 

  ENTREMED, INC.
   
  /s/ Cynthia W. Hu  
  Name:  Cynthia W. Hu
  Title:  COO, General Counsel & Secretary

 

Date: September 20, 2012

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1          Certificate of Elimination of Series A Convertible Preferred Stock

 

 

 

 

CERTIFICATE OF ELIMINATION WITH RESPECT TO

SERIES A CONVERTIBLE PREFERRED STOCK   OF

ENTREMED, INC.

PURSUANT TO SECTION 151(g)

 

In accordance with Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ”), EntreMed, Inc ., a Delaware corporation (the “ Company ”), does hereby certify:

 

FIRST :  That the following resolutions with respect to the proposed elimination of the Company’s Series A Convertible Preferred Stock, par value $1.00,  were duly adopted by the Board of Directors of the Company:

 

RESOLVED , that upon the conversion in full of all of the Series A Convertible Preferred Stock, no shares of the Series A Convertible Preferred Stock remain outstanding and no shares of the Series A Convertible Preferred Stock will be issued pursuant to the Certificate of Designation, and that all matters set forth in the Certificate of Designation with respect to the Series A Convertible Preferred Stock be eliminated from the Company’s Amended and Restated Certificate of Incorporation; and

 

FURTHER RESOLVED , that the Designated Officers be, and each (acting alone) hereby is, authorized, empowered and directed to execute and file with the Secretary of State of the State of Delaware a certificate pursuant to Section 151(g) of the DGCL setting forth these resolutions in order to eliminate from the Company’s Amended and Restated Certificate of Incorporation, as amended, all reference to the Series A Convertible Preferred Stock.

 

SECOND :  None of the authorized shares of the Series A Convertible Preferred Stock are outstanding and none will be issued.

 

THIRD :  In accordance with the provisions of Section 151(g) of the DGCL, the Amended and Restated Certificate of Incorporation is hereby amended to eliminate all references to the Series A Convertible Preferred Stock.

 

IN WITNESS WHEREOF , EntreMed, Inc. has caused this Certificate to be signed by its Chief Operating Officer, General Counsel and Secretary this 13th day of September 2012.

 

  ENTREMED, INC.

 

  By:    /s/ Cynthia W. Hu  
  Name:   Cynthia W. Hu
  Title: COO, General Counsel & Secretary