0001841387false--12-3100018413872024-05-292024-05-29

 

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

Date of Report (Date of earliest event reported): May 29, 2024

CANDEL THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40629

52-2214851

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

117 Kendrick St., Suite 450

Needham, MA

02494

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 916-5445

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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, $0.01 par value per share

 

CADL

 

The Nasdaq Global 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.

On May 29, 2024, the Board of Directors of Candel Therapeutics, Inc. (the “Company”) approved and adopted an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Bylaws Amendment amended Section 5 of Article I of the Bylaws to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the shares of the Company entitled to vote to one-third of the shares of the Company entitled to vote.

The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

Description

 3.1

Amendment to the Amended and Restated Bylaws of Candel Therapeutics, Inc.

 104

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

 

 

 

SIGNATURES

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.

 

Candel Therapeutics, Inc.

Date: May 30, 2024

By:

/s/ Paul Peter Tak

Paul Peter Tak, M.D., Ph.D., FMedSci

President and Chief Executive Officer

 

 

Exhibit 3.1

 

AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF
CANDEL THERAPEUTICS, INC.

 

The Amended and Restated Bylaws (the “Bylaws”), of Candel Therapeutics, Inc., a Delaware corporation (the “Company”), are hereby amended as follows, effective as of May 29, 2024.

 

1.
Section 5 of ARTICLE I of the Bylaws is hereby amended and restated in its entirety to read as follows:

 

“Quorum. One third of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.”

 

2.
Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.

 

 

[Remainder of page intentionally left blank]

 

 

 

 

CANDEL THERAPEUTICS, INC.

CERTIFICATE OF ADOPTION OF

AMENDMENT TO AMENDED AND RESTATED BYLAWS

 

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Candel Therapeutics, Inc., a Delaware corporation, and that the foregoing Amendment to the Amended and Restated Bylaws constitutes the entire amendment to the Amended and Restated Bylaws, as duly adopted by the Board of Directors on May 29, 2024.

 

 

/s/ Charles Schoch

__________________________

Charles Schoch

Secretary

 

 

 

 

v3.24.1.1.u2
Document and Entity Information
May 29, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name CANDEL THERAPEUTICS, INC.
Amendment Flag false
Entity Central Index Key 0001841387
Current Fiscal Year End Date --12-31
Document Period End Date May 29, 2024
Entity Incorporation State Country Code DE
Securities Act File Number 001-40629
Entity Tax Identification Number 52-2214851
Entity Address, Address Line One 117 Kendrick St
Entity Address, Address Line Two Suite 450
Entity Address, City or Town Needham
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02494
City Area Code (617)
Local Phone Number 916-5445
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol CADL
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Candel Therapeutics (NASDAQ:CADL)
Historical Stock Chart
Von Mai 2024 bis Jun 2024 Click Here for more Candel Therapeutics Charts.
Candel Therapeutics (NASDAQ:CADL)
Historical Stock Chart
Von Jun 2023 bis Jun 2024 Click Here for more Candel Therapeutics Charts.