8-K12G3
filed October 28, 2024, 7:59 PM ET
CIK 0002042814
other material
confidence high
sentiment neutral
materiality 0.35
Nascent Pharma Holdings succeeds Can B Corp. as public holding company via stock-for-stock merger
Nascent Pharma Holdings, Inc.
- Each share of Can B common and preferred converted 1:1 into equivalent Nascent share; no stockholder vote required.
- Outstanding shares: 71,239,311 common, 5 Series A, 1,100 Series C, 4,000 Series D preferred; all classes unchanged.
- Same board and officers continue: Marco Alfonsi (CEO), Stanley L. Teeple (CFO, Secretary).
- Nascent adopted a Code of Business Conduct and Ethics and an Incentive Stock Option Plan.
- New trading symbol not yet assigned; FINRA processing pending.
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
Nascent Pharma Holdings, Inc.: Adopted new Articles of Incorporation substantially identical to prior Can B articles except for name change (effective 2024-09-13).
- Change
- charter amendment
- Effective
- 2024-09-13
Exact text from the filing
The Nascent Articles of Incorporation were filed with the Florida Secretary of State on September 13, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Nascent Pharma Holdings, Inc.: Adopted new Bylaws substantially identical to prior Can B bylaws except for name change.
- Change
- bylaw amendment
Exact text from the filing
adopted the Bylaws of Nascent (the “ Nascent Bylaws ”) that each contains provisions substantially identical to those of Can B immediately prior to the consummation of the Nascent Merger, except for the change of the name of the corporation
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Nascent Pharma Holdings, Inc.: Adopted a Code of Business Conduct and Ethics (effective 2024-10-24).
- Change
- code of ethics
- Effective
- 2024-10-24
Exact text from the filing
On October 24, 2024, Nascent adopted a Code of Business Conduct and Ethics (the “ Code ”) that was approved by the Board of Directors on October 25, 2024
View on SEC.gov
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