UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 31, 2016
Juno Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36781 | | 46-3656275 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
307 Westlake Avenue North, Suite 300
Seattle, Washington 98109
(Address of principal executive offices) (Zip code)
(206) 582-1600
Registrant’s telephone number, including area code
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 of Fiscal Year. |
On March 31, 2016, the board of directors of Juno Therapeutics, Inc. adopted amendments to delete in its entirety Article IX of its bylaws, which previously allowed for a shifting of costs to a stockholder in the event of a litigation brought by such stockholder in which the stockholder does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought by such stockholder.
The preceding summary is not intended to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, as amended, attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| 3.1 | | Amended and Restated Bylaws of Juno Therapeutics, Inc., as amended |
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.
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| Juno Therapeutics, Inc. |
| |
| By: | | /s/ Hans E. Bishop |
| | Hans E. Bishop |
| | President & Chief Executive Officer |
Dated: April 1, 2016
EXHIBIT INDEX
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Exhibit No. | | Description |
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| 3.1 | | Amended and Restated Bylaws of Juno Therapeutics, Inc., as amended |
