Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
24 June 2022 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: June 2022
Commission File Number: 000-30314
Portage Biotech Inc. |
(Translation of registrant’s name into English) |
|
British Virgin Island |
(Jurisdiction of incorporation or organization) |
|
Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110. |
(Address of principal executive office) |
|
c/o Portage Biotech, Inc., Ian Walters, 203.221.7376
6 Adelaide Street East, Suite 300, Toronto, Ontario, Canada M5C 1H6
(Name, telephone, e-mail and/or facsimile number and Address of Company Contact
Person)
|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] |
|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] |
|
|
|
Portage Biotech Inc. by action of its board of directors, amended its Memorandum of Association
and Articles of Association (the “M&A”) and filed an updated version thereof with the Registrar of Companies in the British
Virgin Islands. The principle purposes of the changes were to remove certain provisions that were specific to Canadian stock exchange
requirements that are no longer applicable, to update provisions to comply with the listing rules of The Nasdaq Stock Market and synchronize
some of the provisions that are typical of a British Virgin Islands company with those of a United States domestic corporation.
These changes include, but were not limited to, the following: (i) providing book entry alternative
to stock certificates in accordance with Nasdaq rules, (ii) permitting electronic transfer of shares, (iii) providing for only fully paid
shares on issuance by the company, (iv) providing that a meeting of shareholder would require a meeting notice of between 10 and 60 days,
(v) permitting the board to set the shareholder meeting dates as they determine and in accordance with Nasdaq rules, (vi) fixing of the
number of directors at no more than 15 persons as determined by the board and permitting vacancies to be filled by the then current directors,
(vii) not requiring a director to be a shareholder, and (vii) not permitting a current director to designate their own alternative director
to attend meetings and make decisions for the company.
There were a number of other changes, and the above noted ones should only be seen as a selection
of the technical changes made by the board of directors and approved June 19, 2022. The final approved M&A was filed with the Registrar
in the British Virgin Islands on June 21, 2022. A copy of the revised M&A is filed herewith as an exhibit, and shareholders and investors
are advised to carefully read the current version.
SIGNATURE
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, thereunto duly authorized.
|
Portage Biotech, Inc. |
|
|
|
Date: June 23, 2022 |
By: |
/s/ Allan Shaw |
|
Name: |
Allan Shaw |
|
Title: |
Chief Financial Officer |
EXHIBITS
Portage Biotech (NASDAQ:PRTG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Portage Biotech (NASDAQ:PRTG)
Historical Stock Chart
From Jul 2023 to Jul 2024