UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 17, 2023, the Board of Directors of Kiromic BioPharma, Inc. (the “Company”) approved an amendment of the Company’s Bylaws (the “Bylaws”) to change the quorum for stockholder meetings to equal one-third (33.33%) of the shares issued and outstanding and entitled to vote on the matters at the meeting. 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 description of the amendment is qualified in its entirety by reference to the full text of the Amendment to the Company’s Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit Number |
| Description |
3.1 | ||
104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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.
Kiromic BioPharma, Inc. | ||
Date: July 18, 2023 | By: | /s/ Pietro Bersani |
Pietro Bersani | ||
Chief Executive Officer | ||
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Exhibit 3.1
AMENDMENT TO THE
BYLAWS
OF
KIROMIC BIOPHARMA, INC.
(the “Corporation”)
Section 1.6 of Article I of the Bylaws of the Corporation (the “Bylaws”), is hereby amended and restated in its entirety as follows:
Quorum. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of stock representing one-third (33.33%) of the voting power of all shares of stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then the chairperson of the meeting present in person, or by remote communication, if applicable, shall have power to adjourn the meeting from time to time in the manner provided in Section 1.5 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
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