8-K 1 nvus-8k_20201120.htm 8-K nvus-8k_20201120.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 20, 2020

Date of Report

(Date of earliest event reported)

 

Novus Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

 

001-36620

 

20-1000967

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

19900 MacArthur Blvd., Suite 550

Irvine, California 92612

(Address of principal executive offices, including Zip Code)

(949) 238-8090

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.001 par value

 

NVUS

 

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

 


Item 5.03

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

Effective as of November 20, 2020, the board of directors (the “Board”) of Novus Therapeutics, Inc. (the “Company”) approved an amendment to the bylaws of the Company (the "Bylaws"). The only change effected by the amendment of the Bylaws was to amend the existing Section 1.1 (Place of Meeting) to provide that the Board may, in its sole discretion, determine that a future stockholder meeting will not be held at any physical location, but instead be held as a virtual meeting.  As described in the Company’s definitive proxy statement dated November 20, 2020, stockholders will be asked to vote to ratify the Bylaw amendment at a special meeting of stockholders to be held on December 18, 2020.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

 

 

 

Exhibit

Number

  

Description

 

 

3.1

  

Amended and Restated Bylaws of the Company, effective as of November 20, 2020

*    *    *


 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

Novus Therapeutics, Inc.

 

 

 

 

Date: November 20, 2020

 

 

 

By:

 

/s/ David-Alexandre C. Gros, M.D.

 

 

 

 

Name:

 

David-Alexandre C. Gros, M.D.

 

 

 

 

Title:

 

Chief Executive Officer