Document



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):  April 15, 2019

IVERIC bio, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-36080
 
20-8185347
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

One Penn Plaza, 35th Floor
New York, NY 10119
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  (212) 845-8200

 Ophthotech Corporation
(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 (see General Instruction A.2. below):
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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    o
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.     o





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2019, the registrant filed a Certificate of Amendment to its Restated Certificate of Incorporation to change its corporate name from “Ophthotech Corporation” to “IVERIC bio, Inc.” The Certificate of Amendment became effective at 4:00 p.m., Eastern Time, on April 16, 2019. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

The new CUSIP number for the registrant’s common stock is 46583P 102. Beginning on April 17, 2019, the new trading symbol for the registrant’s common stock on The Nasdaq Global Select Market will be “ISEE”.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits:

    3.1 Certificate of Amendment to Restated Certificate of Incorporation of the Registrant





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.


 
IVERIC bio, Inc.
 
 
Date: April 16, 2019
By:
/s/ David F. Carroll
 
 
David F. Carroll
 
 
Senior Vice President, Chief Financial Officer and Treasurer


Exhibit


CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
OPHTHOTECH CORPORATION
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Ophthotech Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation duly adopted resolutions, pursuant to Section 242 of the General Corporation Law, setting forth an amendment to the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) and declaring said amendment to be advisable and in the best interests of the Corporation.
SECOND: The Certificate of Incorporation is hereby amended by deleting in its entirety Article FIRST thereof and inserting in lieu thereof the following replacement Article FIRST:
“The name of the Corporation is IVERIC bio, Inc.”
THIRD: This Certificate of Amendment shall be effective at 4:00 p.m., Eastern Time, on April 16, 2019.

[Remainder of page intentionally blank]




IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 15th day of April, 2019.
 
 
By:
/s/ Glenn P. Sblendorio
 

Glenn P. Sblendorio
President and Chief Executive Officer


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