ITEM 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On June 16, 2020, Vaxcyte, 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 Company's
initial public offering of shares of its common stock (the "IPO"). The Company's
board of directors and stockholders previously approved the Restated Certificate
to be effective upon the closing of the IPO. A description of certain provisions
of the Restated Certificate is set forth in the section titled "Description of
Capital Stock" in the final prospectus filed with the U.S. Securities and
Exchange Commission on June 15, 2020, pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, relating to the Registration Statements on
Form S-1, as amended (File Nos. 333-238630 and 333-239110) (the "Prospectus").
Amendment and Restatement of Bylaws
Effective as of June 16, 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. A description of certain provisions of
the Restated Bylaws is set forth in the section titled "Description of Capital
Stock" in the Prospectus.
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 the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2
hereto and are incorporated by reference herein.
ITEM 8.01. Other Events.
On June 16, 2020, the Company completed its initial public offering of
17,968,750 shares of its common stock at a price to the public of $16.00 per
share, which includes the full exercise of the underwriters' option to purchase
2,343,750 additional shares of the Company's common stock. 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.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Vaxcyte, Inc.
3.2 Amended and Restated Bylaws of Vaxcyte, Inc.
99.1 Press release dated June 16, 2020
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