CORPORATION (OTCMKTS:CCYPQ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Registration Statement on FormS-1 (File No.333-224493) (the “Registration Statement”) of Scholar Rock Holding Corporation (the “Company”), on May29, 2018 and in connection with the consummation of the IPO, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Board and the Company’s stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation in its entirety to, among other things: (i)authorize 150,000,000 shares of common stock; (ii)eliminate all references to the previously-existing series of preferred stock; and (iii)authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit3.1 and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on May29, 2018 and in connection with the consummation of the IPO, the amended and restated by-laws of the Company (the “Amended and Restated By-Laws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon the consummation of the IPO, became effective. The Amended and Restated By-Laws amend and restate the Company’s by-laws in their entirety to, among other things: (i)eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii)establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii)establish procedures relating to the nomination of directors; and (iv)conform to the amended provisions of the Restated Certificate.
The foregoing description of the Amended and Restated By-Laws is qualified by reference to the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit3.2 and is incorporated herein by reference.
Item 5.03. Financial Statements and Exhibits.
(d)Exhibits
