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): April 10, 2022
TIMBER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-37411 |
| 59-3843182 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
110 Allen Road, Suite 401
Basking Ridge, NJ 07920
(Address of principal executive offices)
Registrant’s telephone number, including area code: (908) 636-7160
N/A
(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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.001 Par Value | TMBR | The NYSE American, LLC |
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 April 10, 2022, the Board of Directors (the “Board”) of Timber Pharmaceuticals, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, (the “Bylaws”), amending Section 7 of Article I thereof to decrease the quorum requirement for stockholder meetings from a majority to thirty-four (34%) percent of the voting power of the capital stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, at a meeting.
The Board adopted the Amendment in order to be better able to obtain a quorum and conduct business at stockholder meetings. The Board based its decision on the increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies with a large retail stockholder base to obtain a quorum of the majority. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder meetings when called.
The foregoing summary and description of the provisions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | |
104 | Cover Page Interactive Date File (embedded within the Inline XRBL document) |
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.
| Timber Pharmaceuticals, Inc. | |
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Date: April 11, 2022 | By: | /s/ John Koconis |
| Name: | John Koconis |
| Title: | Chief Executive Officer and Chairman of the Board |
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Exhibit 3.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED BYLAWS OF
TIMBER PHARMACEUTICALS, INC.
This Amendment No. 1 to the Bylaws of Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as amended to date (the “Bylaws”) is made as of this 10th day of April, 2022.
1. The Bylaws are hereby amended by replacing the paragraph titled “Quorum” in existing Section 7 of Article I of the Bylaws, in its entirety with the following:
“Quorum. Except where otherwise provided by law, the certificate of incorporation, these Bylaws or the rules of any applicable stock exchange, the holders of thirty-four (34%) percent of the voting power of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, thirty-four (34%) percent of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these Bylaws or the rules of any applicable stock exchange. The stockholders present may adjourn the meeting despite the absence of a quorum.”
2. Except as specifically amended herein, the Bylaws of the Company shall remain unchanged and in full force and effect.
Adopted by the Board of Directors effective as of April 10, 2022.