Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Bylaws Amendment
and Restatement
On
November 17, 2022, the Board of Directors (the “Board”) of Idera Pharmaceuticals, Inc. (the “Company”)
approved the adoption of the Second Amended and Restated By-Laws of the Company (the “New Bylaws”), which amend
and restate the Amended and Restated Bylaws of the Company, as amended by the First Amendment to the Amended and Restated Bylaws of the
Company, dated January 21, 2018 (the “Existing Bylaws”) in their entirety. The New Bylaws amend the Existing
Bylaws to, among other things, clarify provisions relating to virtual stockholder meetings and modify the quorum such that presence, in
person or by proxy, of the holders of one-third of the shares of capital stock issued and outstanding and entitled to vote
(rather than the majority of the aggregate number of shares of each class of capital stock issued and outstanding and entitled to vote)
constitutes a quorum for the transaction of business at stockholder meetings.
The
foregoing description of the New Bylaws does not purport to be complete and is qualified in its entirety by reference to the full
text of the New Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Series B Preferred
Stock
On
November 17, 2022, the Board declared a dividend of one one-thousandth of a share of Series B Preferred Stock, par value $0.01
per share (“Series B Preferred Stock”), for each outstanding share of the Company’s common stock,
par value $0.001 per share (“Common Stock”) to stockholders of record at 5:00 p.m. Eastern Time on November 28,
2022 (the “Record Date”).
General;
Transferability. Shares of Series B Preferred Stock will be uncertificated and represented in book-entry form. No
shares of Series B Preferred Stock may be transferred by the holder thereof except in connection with a transfer by such holder of
any shares of Common Stock held by such holder, in which case a number of one one-thousandths (1/1000ths) of a share of Series B
Preferred Stock equal to the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the
transferee of such shares of Common Stock.
Voting
Rights. Each share of Series B Preferred Stock will entitle the holder thereof to 1,000,000 votes
per share (and, for the avoidance of doubt, each fraction of a share of Series B Preferred Stock will have a ratable number of
votes). Thus, each one-thousandth of a share of Series B Preferred Stock would entitle the holder thereof to 1,000 votes. The
outstanding shares of Series B Preferred Stock will vote together with the outstanding shares of Common Stock of the Company as
a single class exclusively with respect to (1) any proposal to adopt an amendment to the Restated Certificate of Incorporation
of the Company, as amended (the “Certificate of Incorporation”) to reclassify the outstanding shares of
Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of
such amendment (the “Reverse Stock Split”), and (2) any proposal to adjourn any meeting of
stockholders called for the purpose of voting on the Reverse Stock Split (the “Adjournment Proposal”). The
Series B Preferred Stock will not be entitled to vote on any other matter, except to the extent required under the Delaware
General Corporation Law.
Unless
otherwise provided on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal,
the vote of each share of Series B Preferred Stock (or fraction thereof) entitled to vote on the Reverse Stock Split or the Adjournment
Proposal will be cast in the same manner as the vote, if any, of the share of Common Stock (or fraction thereof) in respect of which such
share of Series B Preferred Stock (or fraction thereof) was issued as a dividend is cast on t the Reverse Stock Split or the Adjournment
Proposal, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf such proxy or ballot is submitted
will be deemed to include all shares of Series B Preferred Stock (or fraction thereof) held by such holder. Holders of Series B
Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series B Preferred Stock on the Reverse
Stock Split or the Adjournment Proposal.
Dividend
Rights. The holders of Series B Preferred Stock, as such, will not be entitled to receive dividends of any kind.
Liquidation
Preference. As to any distribution of assets upon a liquidation, dissolution or winding up of the Company, whether voluntarily
or involuntarily (a “Dissolution”), the Series B Preferred Stock shall rank (1) senior to the Common
Stock and (2) junior to each other series or class of the Company’s Preferred Stock issued either before or after the issuance
of the Series B Preferred Stock, unless the terms of any such series shall provide otherwise. Upon any Dissolution, each holder of
outstanding shares of Series B Preferred Stock will be entitled to be paid out of the assets of the Company available for distribution
to stockholders, prior and in preference to any distribution to the holders of Common Stock, an amount in cash equal to $0.01 per outstanding
share of Series B Preferred Stock.
Redemption.
All shares of Series B Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on
the Reverse Stock Split and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting (the “Initial
Redemption Time”) will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time
without further action on the part of the Company or the holder of shares of Series B Preferred Stock (the “Initial Redemption”).
Any outstanding shares of Series B Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed
in whole, but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on
such time and date specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders
of the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal.
Each
share of Series B Preferred Stock redeemed in any redemption described above will be redeemed in consideration for the right to receive
an amount equal to $0.10 in cash for each one hundred whole shares of Series B Preferred Stock that are “beneficially owned”
by the “beneficial owner” (as such terms are defined in the certificate of designation with respect to the Series B Preferred
Stock (the “Certificate of Designation”)) thereof as of the applicable redemption time and redeemed pursuant
to such redemption, payable upon receipt by the Company of a written request submitted by the applicable holder to the corporate secretary
of the Company (each a “Redemption Payment Request”) following the applicable redemption time. Such Redemption
Payment Request shall (i) be in a form reasonably acceptable to the Company (ii) set forth in reasonable detail the number of
shares of Series B Preferred Stock beneficially owned by the holder at the applicable redemption time and include evidence reasonably
satisfactory to the Company regarding the same, and (iii) set forth a calculation specifying the amount in cash owed to such Holder
by the Company with respect to the shares of Series B Preferred Stock that were redeemed at the applicable redemption time. However,
the redemption consideration in respect of the shares of Series B Preferred Stock (or fractions thereof) redeemed in any redemption
described above: (x) will entitle the former beneficial owners of less than one hundred whole shares of Series B Preferred Stock
redeemed in any redemption to no cash payment in respect thereof and (y) will, in the case of a former beneficial owner of a number
of shares of Series B Preferred Stock (or fractions thereof) redeemed pursuant to any redemption that is not equal to a whole number
that is a multiple of one hundred, entitle such beneficial owner to the same cash payment, if any, in respect of such redemption as would
have been payable in such redemption to such beneficial owner if the number of shares (or fractions thereof) beneficially owned by such
beneficial owner and redeemed pursuant to such redemption were rounded down to the nearest whole number that is a multiple of one hundred
(such, that for example, the former beneficial owner of 150 shares of Series B Preferred Stock redeemed pursuant to any redemption
will be entitled to receive the same cash payment in respect of such redemption as would have been payable to the former beneficial owner
of 100 shares of Series B Preferred Stock redeemed pursuant to such redemption).
The
Series B Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities
of the Company. The Series B Preferred Stock has no stated maturity and is not subject to any sinking fund. The Series B Preferred
Stock is not subject to any restriction on the redemption or repurchase of shares by the Company while there is any arrearage in the payment
of dividends or sinking fund installments.
The
Certificate of Designation was filed with the Delaware Secretary of State and became effective on November 17, 2022. The foregoing description
of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate
of Designation, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
