UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 20, 2021, Biomea Fusion, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock. As described in the Registration Statement on Form S-1 (File No. 333-254793), as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s initial public offering.
As amended and restated, the Certificate of Incorporation and the Bylaws contain provisions that, among other things:
• | authorize 300,000,000 shares of common stock; |
• | delete all references to the various series of preferred stock that were previously authorized and instead create 10,000,000 shares of undesignated preferred stock with terms to be set by the board of directors, which rights could be senior to those of the common stock; |
• | do not provide for cumulative voting in the election of directors, which means that stockholders holding a majority of the shares of common stock outstanding will be able to elect all directors; |
• | require the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting; |
• | allow the board of directors to alter the bylaws without obtaining stockholder approval; |
• | eliminate the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting; |
• | require the approval of at least 66 2/3% of the shares entitled to vote to remove a director for cause; |
• | require the approval of at least 66 2/3% of the shares entitled to vote to adopt, amend or repeal the bylaws or repeal the provisions of the Certificate of Incorporation regarding the election and removal of directors; |
• | unless the Company consents in writing to the selection of an alternative forum, designate the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) to be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders to the Company or its stockholders; (iii) any action, suit or proceeding arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or the Company’s bylaws; or (iv) any action, suit or proceeding asserting a claim against the Company governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. |
• | designate the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum; and |
• | establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election. |
The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
Item 8.01 | Other Events. |
On April 20, 2021, the Company closed its initial public offering of 9,000,000 shares of its common stock at a price to the public of $17.00 per share. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,350,000 shares of common stock at the initial public offering price, less the underwriting discounts and commissions. The gross proceeds from the initial public offering, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, were $153.0 million. A copy of the press release announcing the closing of the initial public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
Reference is made to the Exhibit Index attached hereto.
EXHIBIT INDEX
Exhibit No. |
Description | |
3.2 | Amended and Restated Certificate of Incorporation of Biomea Fusion, Inc. | |
3.4 | Amended and Restated Bylaws of Biomea Fusion, Inc. | |
99.1 | Press release dated April 20, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIOMEA FUSION, INC. | ||||||
Date: April 20, 2021 | By: | /s/ Thomas Butler | ||||
Thomas Butler | ||||||
Chief Executive Officer |