Item 5.03. Amendments to Articles of Incorporation or Bylaws
As previously disclosed in the Registration Statement on Form S-1 (File
No. 333-261703) (the "Registration Statement") of Amylyx Pharmaceuticals, Inc.
(the "Company"), on January 11, 2022 and in connection with the consummation of
the initial public offering of the Company's common stock (the "IPO"), the
Company filed a fourth amended and restated certificate of incorporation (the
"Restated Certificate") with the Secretary of State of the State of Delaware.
The Board and the Company's stockholders previously approved the Restated
Certificate to be filed in connection with, and to be effective upon, the
consummation of the IPO. The Restated Certificate amends and restates the
Company's existing amended and restated certificate of incorporation in its
entirety to, among other things: (i) authorize 300,000,000 shares of common
stock; (ii) eliminate all references to the previously-existing series of
preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred
stock that may be issued from time to time by the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference
to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on
January 11, 2022 and in connection with the consummation of the IPO, the second
amended and restated bylaws of the Company (the "Amended and Restated Bylaws"),
previously approved by the Board and the Company's stockholders to become
effective immediately upon effectiveness of the Registration Statement, became
effective. The Amended and Restated Bylaws amend and restate the Company's
bylaws in their entirety to, among other things: (i) eliminate the ability of
the Company's stockholders to take action by written consent in lieu of a
meeting and call special meetings of stockholders; (ii) establish procedures
relating to the presentation of stockholder proposals at stockholder meetings;
(iii) establish procedures relating to the nomination of directors; and
(iv) conform to the amended provisions of the Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by
reference to the Amended and Restated Bylaws, a copy of which is attached hereto
as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Fourth Amended and Restated Certificate of Incorporation of Amylyx
Pharmaceuticals, Inc.
3.2 Second Amended and Restated Bylaws of Amylyx Pharmaceuticals, Inc.
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