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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