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EVOK > SEC Filings for EVOK > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Form 8-K for EVOKE PHARMA INC


30-Sep-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial State


Item 5.03 Amendments to Certificate of Incorporation or Bylaws.

On September 30, 2013, in connection with the closing of the initial public offering of shares of its common stock (the "IPO"), Evoke Pharma, Inc. (the "Company") filed an amended and restated certificate of incorporation (the "Charter") with the Secretary of State of the State of Delaware. The Company's board of directors and stockholders previously approved the Charter to be filed in connection with the closing of the IPO.

The Charter amends and restates the Company's certificate of incorporation in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 50,000,000 shares; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's board of directors in one or more series; (iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only upon the affirmative vote of the holders of at least 66 2/3% of the holders of the Company's capital stock entitled to vote; and (vi) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders.

The foregoing description of the amendments made by the Charter is qualified by reference to the Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On September 30, 2013, in connection with the closing of the IPO, amended and restated bylaws of the Company (the "Bylaws"), previously approved by the Company's board of directors and stockholders to become effective in connection with closing of the IPO, became effective. The Bylaws amend and restate the Company's bylaws in their entirety to, among other things: (i) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Charter.

The foregoing description of the amendments made in the Bylaws is qualified by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

3.1 Amended and Restated Certificate of Incorporation of Evoke Pharma, Inc.

3.2 Amended and Restated Bylaws of Evoke Pharma, Inc.


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