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): March 19, 2020
| PEERSTREAM, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-52176 | 20-3191847 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
122 East 42nd Street, New York, NY |
10168 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 594-5050
(Former name or former address, if changed since last report)
Not Applicable
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on
which registered |
||
| — | — | — |
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. ☐
Section 5 — Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
Compensatory Arrangements of Certain Officers.
On March 23, 2020, the board of directors (the “Board”) of PeerStream, Inc. (the “Company”) delivered notice to Arash Vakil of its determination to separate Mr. Vakil from his position as the Company’s Chief Product Officer. Pursuant to the terms of Mr. Vakil’s employment agreement, the separation will take place on the thirtieth (30th) day following the delivery of the notice, which will be April 23, 2020. In connection with his separation, Mr. Vakil will receive severance payments in accordance with the terms of his employment agreement, subject to his execution of a general release of claims in favor of the Company in accordance with the terms of his employment agreement.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 19, 2020, the Board approved and adopted, effective as of such date, an amendment (“Amendment No. 3”) to the Company’s Amended and Restated By-Laws (“By-Laws”). Amendment No. 3 amends the By-Laws to, among other things, permit the Company to hold telephonic and virtual stockholders’ meetings.
The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 3 to the Amended and Restated By-Laws of PeerStream, Inc. |
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.
| Date: | March 25, 2020 | ||
| PEERSTREAM, INC. | |||
| By: | /s/ Jason Katz | ||
| Jason Katz | |||
| Chief Executive Officer | |||
Exhibit 3.1
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
BY-LAWS
OF PEERSTREAM, INC.
Pursuant to Article NINTH of the Certificate of Incorporation, as amended, of PeerStream, Inc., a Delaware corporation (the “Corporation”), Article IX, Section 4 of the Amended and Restated By-Laws (the “By-Laws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the By-Laws of the Corporation are hereby amended as follows:
Article II, Section 1 of the By-laws shall be deleted in its entirety and replaced with the following:
“Section 1. Place of Meetings. Meetings of the shareholders shall be held at any place within or without the State of Delaware, of which any place shall include telephonic or any other electronic means of communication, designated by the Board of Directors, as is fixed in the notice of the meeting. Absent such designation, meetings shall be held at the principal executive office in the State of Delaware. The Board of Directors may, in its discretion and subject to any guidelines and procedures it may adopt, authorize shareholders not physically present, in person or proxy, at a meeting of shareholders, whether held at a designated place or held solely by telephonic or electronic transmission by and to the Corporation, to participate in and vote at the meeting by electronic transmission by and to the Corporation or by electronic video screen communication and such shareholders shall be considered present in person or by proxy.”
Article II, Section 9 of the By-laws is hereby amended to read in full as follows:
“Section 9. List of Shareholders. The officer who has charge of the stock ledger of the Corporation shall prepare, make and certify, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders, as of the record date fixed for such meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, or by other reasonable means determined by the Board of Directors. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any shareholder who is present. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.”
Except as modified and amended hereby, the By-Laws of the Corporation remain in full force and effect with no further amendment or modification.
Adopted and effective as of March 19, 2020.