On September 8, 2023, the Board of Directors of Cassava Sciences, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective as of such date.

 

The amendments set forth in the Amended and Restated Bylaws, among other things, (1) revise the procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate a director at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting; (2) require that a stockholder seeking to nominate a director at an annual meeting deliver notice to the Company not later than 120 days nor earlier than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders of the Company; (3) allow for the establishment of rules, regulations, or procedures of a meeting of the Company’s stockholders by the Board of Directors and/or the presiding person of a meeting and clarify the power of the chair of a stockholder meeting to adjourn any meeting of stockholders; (4) clarify the power of the Board of Directors to fix the number of directors by resolution; (5) provide that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the resolution of derivative actions brought on behalf of the Company and of certain actions relating to fiduciary and other internal corporate matters; (6) adopt gender-neutral terms when referring to particular positions, offices or title holders; and (7) make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware.