Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At 4:30 p.m. Eastern Time on July 28, 2022, Dennison T. Veru informed Brickell Biotech, Inc. (the "Company") of his resignation from the Company's Board of Directors, effective immediately. In submitting his resignation, Mr. Veru expressed that this decision is for personal reasons and that he is not resigning as a result of any disagreement on any matter relating to the operations, policies or practices of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 29, 2022, the Board of Directors of the Company adopted Amended and Restated Bylaws to (i) decrease the minimum number of directors from five members to four members, (ii) clarify that each class of directors should consist of one-third of the total directors as nearly as possible, (iii) allow the chair of, or any officer entitled to act as corporate secretary of, any meeting of stockholders to adjourn such meeting without a vote of stockholders; and (iv) make certain typographical and other changes. The foregoing description of the Company's Amended and Restated Bylaws is not complete and is subject to and qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

On July 29, 2022, in accordance with the Company's Amended and Restated Bylaws, the Board of Directors of the Company reduced the size of the Board of Directors from five members to four members.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



3.1        Amended and Restated Bylaws, effective as of July 29, 2022

104      Cover Page Interactive Data File (embedded within the Inline XBRL document)


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