UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 1, 2019

 

 

Trovagene, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35558   27-2004382

(State or other jurisdiction of

incorporation or organization)

  (Commission File
Number) 		  IRS Employer
Identification No.)

11055 Flintkote Avenue

San Diego, CA 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 952-7570

 

(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 communication 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 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.

On March 1, 2019, Trovagene, Inc. (the “Company”) filed Amendment No. 2 (the “Amendment”) to its Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware pursuant to which the par value of the Series C Convertible Preferred Stock was corrected to $0.001 per share. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

3.1    Amendment No. 2 to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of Trovagene, Inc. dated March 1, 2019.

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.

Dated:    March 4, 2019

 

TROVAGENE, INC.

By:

  /s/ Thomas Adams
  Thomas Adams
  Chief Executive Officer

Exhibit 3.1

AMENDMENT NO. 2 TO THE

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES C CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW

Trovagene, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby certify that:

First:    The name of the Corporation is Trovagene, Inc.

Second:    The Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock was filed with the Secretary of State on January 28, 2019.

Third:    Section 1 of the Certificate of Designation is hereby amended and restated as follows:

Designation; Rank . This series of Preferred Stock shall be designated and known as “Series C Preferred Stock.” The number of shares constituting the Series C Preferred Stock shall be two hundred thousand (200,000) shares. Except as otherwise provided herein, the Series C Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank  pari passu  to the common stock, par value $0.001 per share (the “ Common Stock ”).

Fourth:    The foregoing Amendment of the Certificate of Designation was duly authorized by the Board of Directors of the Corporation.

IN WITNESS WHEREOF the undersigned has signed this Amendment this 1st day of March, 2019.

 

T ROVAGENE , I NC .

By:

 

/s/ Vicki Kelemen

 

Name: Vicki Kelemen

Title: VP Corporate Communications