Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - REGENXBIO Inc. | d56083dex31.htm |
| EX-3.2 - EX-3.2 - REGENXBIO Inc. | d56083dex32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2015
REGENXBIO INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37553 | 47-1851754 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 9712 Medical Center Drive, Suite 100 Rockville, Maryland |
20850 | |
| (Address of principal executive offices) | (Zip Code) |
(240) 552-8181
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Restatement of Certificate of Incorporation
On September 22, 2015 REGENXBIO Inc. (the “Company”) filed a restated certificate of incorporation (the “Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the initial public offering of shares of its common stock. As described in the Registration Statement on Form S-1 (File No. 333-206430), the Company’s board of directors and stockholders previously approved the Certificate to be effective upon the completion of the initial public offering.
A copy of the Certificate is filed with this Current Report on Form 8-K (this “Report”) as Exhibit 3.1 and is incorporated in this Report by reference.
Amendment and Restatement of Bylaws
Effective as of September 22, 2015, the Company adopted amended and restated bylaws (the “Bylaws”) in connection with the completion of the initial public offering of shares of its common stock. The Company’s board of directors and stockholders previously approved the Bylaws to be adopted in connection with, and to be effective upon, the completion of the initial public offering.
A copy of the Bylaws is filed with this Report as Exhibit 3.2 and is incorporated in this Report by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Restated Certificate of Incorporation of REGENXBIO Inc. | |
| 3.2 | Amended and Restated Bylaws of REGENXBIO Inc. | |
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 hereunto duly authorized.
| REGENXBIO INC. | ||||||
| Date: September 22, 2015 | By: | /s/ Kenneth T. Mills | ||||
| Kenneth T. Mills | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Restated Certificate of Incorporation of REGENXBIO Inc. | |
| 3.2 | Amended and Restated Bylaws of REGENXBIO Inc. | |