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 8, 2017
VERSARTIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36361 | 26-4106690 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1020 Marsh Road
Menlo Park, CA 94025
(Address of principal executive offices, including zip code)
(650) 963-8580
(Registrant’s telephone number, including area code)
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)) |
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 the Articles of Incorporation or Bylaws |
At the Special Meeting (as defined in Item 5.07), as discussed in Item 5.07 (Proposal 1) in this Current Report on Form 8-K, the stockholders of Versartis, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) that confirms that the number of authorized shares of common stock, par value $0.0001 (“Common Stock”), issuable under the Amended and Restated Certificate of Incorporation is 100,000,000 shares. The Amendment became effective on September 12, 2017, upon filing of a certificate of amendment with the Secretary of State of the State of Delaware.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Versartis, Inc., attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On September 8, 2017, the Company held a Special Meeting of Stockholders at 8:00 a.m. local time at its new corporate headquarters at 1020 Marsh Road, Menlo Park, CA 94025 (the “Special Meeting”). As of August 8, 2017, the Company’s record date, there were a total of 35,629,099 shares of Common Stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 26,029,905 shares of Common Stock were represented by online ballot or by proxy and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Special Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1—Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Confirm the Number of Authorized Shares of Common Stock the Company May Issue Is 100,000,000
The stockholders approved and adopted an amendment to the Company’s Amended and Restated Certificate of incorporation confirming the number of shares of Common Stock the Company may issue is 100,000,000 shares by the following vote:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
24,586,089 |
1,427,016 | 16,800 | — |
Proposal 2—Authorize an Adjournment of the Meeting, if Necessary or Appropriate, to Solicit Additional Proxies if There Are Not Sufficient Votes In Favor of Proposal 1.
The stockholders authorized an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes in favor of Proposal 1 by the following vote:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
24,728,496 |
1,294,483 | 6,926 | — |
Because a sufficient number of votes in favor of Proposal 1 were present in person or by proxy, no such adjournment was necessary.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Number |
Description |
|
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Versartis, Inc. | |
SIGNATURE
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.
| V ERSARTIS , I NC . | ||||||
| Dated: September 12, 2017 | By: |
/s/ Joshua Brumm |
||||
|
Joshua Brumm Chief Operating Offer and Chief Financial Officer |
||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VERSARTIS, INC.
Versartis, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:
First: The name of the corporation is Versartis, Inc. (the “C ompany ”).
Second: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware was December 10, 2008 and was last amended and restated on March 26, 2014 (the “ Restated Certificate ”).
Third: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions approving the amendment set forth in Paragraph Fifth of this Certificate of Amendment, declaring its advisability, and directing that such amendment be considered at the Special Meeting of the Stockholders held on September 8, 2017 (the “ Special Meeting ”), which meeting was noticed and has been held in accordance with Section 222 of the General Corporation Law of the State of Delaware;
Fourth: At the Special Meeting, the amendment received the affirmative vote of not less than a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote thereon, which is the vote required to approve such amendment;
Fifth: That section A of Article IV of the Restated Certificate of the Company is hereby amended and restated in its entirety to read as follows:
This Company is authorized to issue two (2) classes of stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock .” The total number of shares that the Company is authorized to issue is 105,000,000 shares. 100,000,000 shares shall be Common Stock, each having a par value of $0.0001 and 5,000,000 shares shall be Preferred Stock, each having a par value of $0.0001.
Sixth: Except as amended by this Certificate of Amendment, the Restated Certificate remains in full force and in effect.
[Signature Page Follows]
I N W ITNESS W HEREOF , the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer as of September 12, 2017.
| V ERSARTIS , I NC . | ||
| By: |
/s/ Jay P. Shepard |
|
| Name: | Jay P. Shepard | |
| Title: | Chief Executive Officer | |