Attached files

file filename
EX-3.2 - EXHIBIT 3.2 - Zymergen Inc.nt10018776x15_ex3-2.htm
EX-3.1 - EXHIBIT 3.1 - Zymergen Inc.nt10018776x15_ex3-1.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): April 26, 2021
 


Zymergen Inc.
(Exact Name of Registrant as Specified in Charter)
 

 
Delaware
001-40354
46-2942439
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5980 Horton Street, Suite 105
Emeryville CA 94608
(Address of Principal Executive Offices) (Zip Code)

(415) 801-8073
(Registrant’s telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.001 par value per share
ZY
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 3.03
 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
 
Item 5.03
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 26, 2021, Zymergen Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the Company’s initial public offering of shares of its common stock (the “Initial Public Offering”). The Company’s board of directors and stockholders previously approved the Amended and Restated Certificate to be effective upon the completion of the Initial Public Offering.  A description of the Amended and Restated Certificate is set forth in the sections entitled “Risk Factors” and “Description of Capital Stock” of the Company’s Prospectus (the “Prospectus”) dated April 21, 2021 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Registration Statement on Form S-1, as amended (Registration No. 333-254612). The description of the Amended and Restated Certificate is qualified in its entirety by the full text of the Amended and Restated Certificate filed herewith as Exhibit 3.1 and incorporated herein by reference.
 
Effective as of April 26, 2021, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the completion of the Initial Public Offering. The Company’s board of directors and stockholders previously approved the Restated Bylaws to be effective upon the completion of the Initial Public Offering. A description of the Restated Bylaws is set forth in the sections of the Prospectus entitled “Risk Factors” and “Description of Capital Stock.” The description of the Restated Bylaws is qualified in its entirety by the full text of the Restated Bylaws filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits
 
     
Exhibit
Number
  
Description
   
  
Amended and Restated Certificate of Incorporation of Zymergen Inc.
   
  
Amended and Restated Bylaws of Zymergen Inc.



SIGNATURES

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.
 
             
 
 
 
 
Zymergen Inc..
       
Date: April 26, 2021
 
 
 
By:
 
/s/ Mina Kim
 
 
 
 
 
 
Name: Mina Kim
 
 
 
 
 
 
Title:   Chief Legal Officer