8-K: APYX Medical Amends Certificate of Incorporation
Corporate Governance Update
Apyx Medical Corporation filed an amendment to its Certificate of Incorporation, removing Article EIGHTH.
Summary
- Apyx Medical Corporation filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware on December 8, 2025.
- This amendment removes Article EIGHTH in its entirety and replaces it with the phrase 'Intentionally Omitted'.
- The company's stockholders previously approved this amendment at the Annual Meeting held on August 7, 2025.
- Further information regarding the amendment was detailed in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 25, 2025.
Sentiment
Score: 5
Explanation: Neutral, as this is a procedural corporate governance amendment that was previously approved by stockholders and does not convey positive or negative operational or financial news.
Future Outlook
No forward-looking statements or guidance are provided in this filing.
Management Comments
- Charlie Goodwin, Chief Executive Officer, certified that the foregoing is the act and deed of the Corporation and that the facts stated are true.
Industry Context
This filing details a routine corporate governance amendment and does not provide information directly related to broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment to Certificate of Incorporation | Article EIGHTH of the Certificate of Incorporation was removed in its entirety and replaced with 'Intentionally Omitted'. This amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware and was approved by stockholders on August 7, 2025. | 2025-12-08 | The specific impact cannot be fully assessed without knowing the original content of Article EIGHTH. However, its removal suggests a simplification or elimination of a previously existing provision, which was approved by stockholders, indicating a consensual corporate action. |
Stakeholder Impact
- Shareholders: The amendment was approved by stockholders at the Annual Meeting on August 7, 2025. The specific impact on shareholder rights or interests depends on the content of the removed Article EIGHTH, which is not detailed in this filing.
Key Dates
| Date | Description |
|---|---|
| 1982-12-03 | Original Certificate of Incorporation filed with the Secretary of State of Delaware. |
| 1983-02-15 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 1983-03-22 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 1987-12-23 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 1993-03-16 | Certificate for Renewal and Revival of Charter filed. |
| 1998-09-08 | Certificate of Amendment of the Certificate of Incorporation filed; Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed. |
| 1998-09-14 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 2015-03-16 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock filed. |
| 2017-10-10 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 2018-05-03 | Certificate of Elimination of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock filed. |
| 2018-12-20 | Certificate of Amendment of the Certificate of Incorporation filed. |
| 2025-06-25 | Definitive proxy statement filed with the SEC providing more information about the Amendment. |
| 2025-08-07 | Annual Meeting of Stockholders where the amendment to the Certificate of Incorporation was approved. |
| 2025-12-08 | Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of Delaware to effect the Amendment. |
| 2025-12-12 | Date the Form 8-K was signed by Matthew Hill. |
Keywords
Apyx Medical, APYX, Certificate of Incorporation, corporate governance, amendment, SEC filing, 8-K, Delaware, bylaws
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