UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 16, 2015
Synergy Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-35268 | | 33-0505269 |
(State or other jurisdiction | | (Commission | | IRS Employer |
of incorporation or organization) | | File Number) | | Identification No.) |
420 Lexington Avenue, Suite 2012
New York, NY 10170
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 297-0020
(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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 16, 2015, Synergy Pharmaceuticals Inc. (the “Company”) filed an amendment (the “Amendment”) to its second amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000. The Amendment was approved by the Company’s stockholders at the Company’s 2015 annual meeting held on June 8, 2015. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amendment to the Second Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on June 16, 2015.
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.
Dated: June 19, 2015
| SYNERGY PHARMACEUTICALS INC. |
| |
| |
| By: | /s/ Gary S. Jacob |
| | Gary S. Jacob, Ph.D. |
| | President and Chief Executive Officer |
| | | |
2
