Current Report Filing (8-k)
November 07 2018 - 5:30PM
Edgar (US Regulatory)
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) November 2, 2018
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-38720
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46-20-58888
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I. R. S. Employer
Identification No.)
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455 Mission Bay Boulevard South
Suite 545
San Francisco,
CA 94158
(Address of principal executive offices, including ZIP code)
(800)
719-0671
(Registrants telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Amendment and Restatement of Certificate of Incorporation
On November 2, 2018, Twist Bioscience Corporation (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 Companys initial public offering of shares of its common stock. As described in the
Registration Statement on Form
S-1
(File
No. 333-227672),
the Companys board of directors and stockholders previously approved the Restated Certificate to be
effective as of the closing of the initial public offering.
A copy of the Restated Certificate is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of November 2, 2018, the Company adopted amended and restated bylaws (the
Restated Bylaws
) in
connection with the closing of the Companys initial public offering of shares of its common stock. The Companys board of directors and stockholders previously approved the Restated Bylaws to be effective upon the closing of the
Companys initial public offering.
A copy of the Restated Bylaws is filed herewith as Exhibit 3.2 and is incorporated herein by
reference.
Please see the description of the Restated Certificate and the Restated Bylaws in the section titled Description of
capital stock in the final prospectus that the Company filed with the U.S. Securities and Exchange Commission on November 1, 2018 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement
on
Form S-1,
as amended (File
No. 333-227672)
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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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.
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Date: November 7, 2018
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Twist Bioscience Corporation
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/s/ Mark Daniels
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Mark Daniels
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General Counsel, Secretary and Chief Ethics and Compliance Officer
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