UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
On December 17, 2020, the Board of Directors of Fate Therapeutics, Inc., a Delaware corporation (the “Company”), adopted a second amendment (the “Second Bylaw Amendment”) to the Company’s Amended and Restated Bylaws, as amended to date, amending Section 11 to Article VI thereof to designate all federal district courts of the United States as the exclusive forum for any litigation arising under the Securities Act of 1933, as amended, rather than solely the federal district courts in the Southern District of California.
The foregoing summary and description of the provisions of the Second Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Bylaw 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.
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Exhibit No. |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 22, 2020
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FATE THERAPEUTICS, INC. |
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By: |
/s/ J. Scott Wolchko |
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J. Scott Wolchko |
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President and Chief Executive Officer |
Exhibit 3.1
AMENDED AND RESTATED
BYLAWS
OF
FATE THERAPEUTICS, INC.
(the “Corporation”)
Section 11 of Article VI of the Amended and Restated Bylaws of the Corporation, as amended to date (the “Bylaws”), is hereby amended and restated in its entirety to read as follows:
“SECTION 11. Exclusive Jurisdiction of Delaware Courts or the Federal District Courts of the United States. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 11.”
Adopted by the Board of Directors effective as of December 17, 2020