Can B Corp. completes holding company reorganization; becomes subsidiary of Nascent Pharma Holdings

Can B Corp

On Oct 25, 2024, Can B merged with Nascent Merger Sub, becoming wholly owned subsidiary of Nascent Pharma Holdings.
Each share of Can B stock automatically converted into an equivalent corresponding share of Nascent stock with same rights.
Reorganization conducted under FBCA Section 607.11045 without stockholder vote; no gain/loss for tax purposes.
Can B filed Form 15 to deregister its shares; Nascent becomes successor issuer under Exchange Act.
Nascent assumed Can B's 2021 Incentive Stock Option Plan and all outstanding stock options, converted on same terms.

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Key facts

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

Can B Corp: Amended Articles of Incorporation to add a provision required by Section 607.11045(g) of the FBCA regarding stockholder approval for certain acts or transactions (effective 2015-10-25).

Change: charter amendment
Effective: 2015-10-25

Exact text from the filing

On October 25, 2015, the Articles of Incorporation of Can B (the “Can B Charter”) was amended pursuant to the Nascent Merger to add a provision, which is required by Section 607.11045(g)_ of the FBCA, that provides that any act or transaction by or involving Can B, other than the election or removal of directors, that requires for its adoption under the FBCA or the Can B Charter the approval of the stockholders of Can B shall require the approval of the stockholders of Nascent by the same vote as is required by the FBCA and/or the Can B Charter.

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Source: SEC EDGAR

accession 0001493152-24-042714

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