Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apimeds Pharmaceuticals US, Inc.: Amended bylaws to add advance notice procedures, restrict special meetings, reduce quorum to 33 1/3%, eliminate written consent, set board size range, limit director removal to cause with 66 2/3% vote, require 66 2/3% vote to amend bylaws, and add Delaware forum selection clause (effective 2025-04-11).
- Change
- bylaw amendment
- Effective
- 2025-04-11
Exact text from the filing
On April 11, 2025, the Board of Directors (the “Board”) of Apimeds Pharmaceuticals US, Inc. (the “Company”) amended its bylaws to, among other things: (i) establish an advanced notice procedure for stockholder proposals and director nominations to be brought before an annual or special meeting of stockholders (Section 5); (ii) limit the circumstances under which a special meeting of the stockholders can be convened (Section 6(a)); (iii) reduce the quorum requirement to transact business at a meeting of the stockholders from a majority, to 33 1/3% of the outstanding shares of stock entitled to vote (Section 8); (iv) eliminate the ability of stockholders to act by written consent (Section 13); (v) set the range of the number of directors constituting the whole Board to not less than one and not more than seven in number (Section 15); (vi) limit the removal of directors to removal for cause only, requiring the affirmative vote of at least 66 2/3% of the voting power of all outstanding sha
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