Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment and Restatement of Certificate of Incorporation
On September 18, 2020, Metacrine, Inc. (the "Company") filed an Amended and
Restated Certificate of Incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware, in connection with the closing of
the initial public offering of shares of common stock of the Company on
September 18, 2020 (the "IPO"). The Company's board of directors and
stockholders previously approved the Restated Certificate to be effective as of
immediately prior to the closing of the IPO.
Amendment and Restatement of Bylaws
Effective as of September 18, 2020, the Company adopted Amended and Restated
Bylaws (the "Restated Bylaws") in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective upon the closing of the IPO.
The foregoing descriptions of the Restated Certificate and Restated Bylaws are
qualified in their entirety by reference to the full text of the Restated
Certificate and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto,
respectively, and are incorporated herein by reference.
Item 8.01. Other Events.
On September 18, 2020, the Company closed its IPO of 6,540,000 shares of its
common stock at a price to the public of $13.00 per share. The gross proceeds to
the Company from the IPO were approximately $85.0 million, before deducting
underwriting discounts and commissions and offering expenses. In addition, the
Company has granted the underwriters of the IPO a 30-day option to purchase up
to an additional 981,000 shares of its common stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Amended and Restated Bylaws of the Company.
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