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AMBI > SEC Filings for AMBI > Form 8-K on 4-Sep-2014All Recent SEC Filings

Show all filings for AMBIT BIOSCIENCES CORP



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

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On August 31, 2014, the Board of Directors of Ambit Biosciences Corporation (the "Company") adopted an amendment (the "Amendment") to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately, to add a new Article XV,
Section 47 to the Bylaws. The new provision provides that, unless the Company 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
(i) any derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine. The provision further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provision.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1 Amendment to Amended and Restated Bylaws of Ambit Biosciences Corporation.

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