Current Report Filing (8-k)
20 November 2017 - 11:08PM
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 20, 2017
Arsanis, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38295
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27-3181608
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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890 Winter Street, Suite 230
Waltham, Massachusetts
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02451
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (781)
819-5704
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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 20, 2017, Arsanis, Inc. (the Company) filed a 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 (the IPO). The Companys board of directors and stockholders previously approved the Restated
Certificate to be filed in connection with, and to be effective upon, the closing of the IPO.
The Restated Certificate amends and restates the
Companys certificate of incorporation in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 200,000,000 shares; (ii) eliminate all references to the previously existing series of
preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Companys board of directors in one or more series; (iv) establish a classified board of directors, divided
into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only upon the affirmative vote of the holders of at least 75% of the votes that all of
the Companys stockholders would be entitled to cast in an annual election of directors; (vi) provide that any vacancy on the Companys board of directors, including a vacancy resulting from an enlargement of its board of directors,
may be filled only by vote of a majority of directors then in office; (vii) eliminate the ability of the Companys stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; and
(viii) provide that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any
action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of the Company to the Company or its stockholders, (c) any action asserting a claim arising pursuant to any provision of the
General Corporation Law or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery or (d) any action asserting a claim governed by the internal affairs doctrine.
The foregoing description of the amendments made by the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On November 20, 2017, in connection with the closing of the IPO, amended and
restated
by-laws
of the Company (the Amended and Restated
By-Laws),
previously approved by the Companys board of directors and stockholders to become
effective immediately following the closing of the IPO, became effective. The Amended and Restated
By-Laws
amend and restate the Companys
by-laws
in their entirety
to, among other things: (i) eliminate the ability of the Companys 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 amendments made in 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 Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ARSANIS, INC.
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Date: November 20, 2017
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By:
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/s/ René Russo
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René Russo
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President and Chief Executive Officer
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