Rigel Pharmaceuticals Files 8-K on Security Holder Rights

TL;DR

Rigel Pharma filed an 8-K on 6/27/24 about changes to security holder rights and bylaws.

AI Summary

On June 27, 2024, Rigel Pharmaceuticals, Inc. filed an 8-K report detailing material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in South San Francisco, California.

Why It Matters

This filing indicates potential changes affecting Rigel Pharmaceuticals' security holders and corporate governance, which could impact investor decisions.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative news.

Key Players & Entities

• Rigel Pharmaceuticals, Inc. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• South San Francisco, CA (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share RIGL The Nasdaq Stock Mar

Filing Documents

• tm2417992d2_8k.htm (8-K) — 27KB
• tm2417992d2_ex3-1.htm (EX-3.1) — 9KB
• 0001104659-24-075697.txt ( ) — 210KB
• rigl-20240627.xsd (EX-101.SCH) — 3KB
• rigl-20240627_lab.xml (EX-101.LAB) — 33KB
• rigl-20240627_pre.xml (EX-101.PRE) — 22KB
• tm2417992d2_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 27, 2024, Rigel Pharmaceuticals, Inc., a Delaware corporation (the " Company "), effected a one-for-10 reverse stock split (" Reverse Stock Split ") of the Company's common stock, par value $0.001 (the " Common Stock "). As previously disclosed, at its annual meeting of stockholders held on May 24, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the " Board ") to amend the Company's Amended and Restated Certificate of Incorporation (the " Charter ") to authorize the Board to effect the Reverse Stock Split at a ratio between 1:2 to 1:20 shares of Common Stock (the " Split Ratio Range "), with the final determination of a ratio within the Split Ratio Range to be approved by the Board following stockholder approval. On June 15, 2024, the Board approved the Reverse Stock Split at a ratio of one-for-10. Following such approval, the Company filed an amendment to its Charter (the " Amendment ") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with an effective time of 12:01 a.m. Eastern Time on June 27, 2024. On June 27, 2024, the Common Stock began trading on a split-adjusted basis under a new CUSIP number, 766559702. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a check representing the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and i

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rigel Pharmaceuticals, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Dated: June 27, 2024 RIGEL PHARMACEUTICALS, INC. By: /s/ Raymond J. Furey Raymond J. Furey Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR