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ALKAMI TECHNOLOGY, INC.

(ALKT)
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ALKAMI TECHNOLOGY, INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

04/16/2021 | 04:39pm EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 16, 2021, Alkami Technology, Inc.'s (the "Company") amended and restated certificate of incorporation (the "Certificate of Incorporation"), filed with the Secretary of State of the State of Delaware on April 16, 2021, and its amended and restated bylaws (the "Bylaws") became effective in connection with the closing of the initial public offering of shares of the Company's common stock. As described in the Registration Statement on Form S-1 (File No. 333-254108), as amended, the Company's board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company's initial public offering.

As amended and restated, the Certificate of Incorporation and the Bylaws contain provisions that, among other things:



  •   authorize 500,000,000 shares of common stock;




     •    delete all references to the various series of preferred stock that were
          previously authorized and instead create 10,000,000 shares of
          undesignated preferred stock with terms to be set by the board of
          directors, which rights could be senior to those of the common stock;




     •    do not provide for cumulative voting in the election of directors, which
          means that stockholders holding a majority of the shares of common stock
          outstanding will be able to elect all directors;




     •    require the advance notice of nominations for election to the board of
          directors or for proposing matters that can be acted upon at a
          stockholders' meeting;




     •    allow the board of directors to alter the bylaws without obtaining
          stockholder approval;




     •    eliminate the rights of stockholders to call a special meeting of
          stockholders and to take action by written consent in lieu of a meeting;




     •    require the approval of at least 66 2/3% of the shares entitled to vote
          to remove a director for cause;




     •    require the approval of at least 66 2/3% of the shares entitled to vote
          to adopt, amend or repeal the bylaws or alter, amend or repeal the
          provisions of the Certificate of Incorporation regarding the election and
          removal of directors;




     •    unless the Company consents in writing to the selection of an alternative
          forum, designate the Court of Chancery of the State of Delaware (or, if
          such court does not have subject matter jurisdiction thereof, the federal
          district court for the State of Delaware) to be the sole and exclusive
          forum for (i) any derivative action or proceeding brought on behalf of
          the Company; (ii) any action asserting a claim for or based on a breach
          of a fiduciary duty owed by any of the Company's current or former
          directors, officers, other employees, agents or stockholders to the
          Company or its stockholders; (iii) any action asserting a claim against
          the Company or any of the Company's current or former directors,
          officers, other employees, agents or stockholders arising pursuant to any
          provision of the Delaware General Corporation Law or the Certificate of
          Incorporation or the Company's bylaws or as to which the Delaware General
          Corporation Law confers jurisdiction on the Court of Chancery of the
          State of Delaware; or (iv) any action asserting a claim related to or
          involving the Company that is governed by the internal affairs doctrine;
          provided that, the exclusive forum provision will not apply to suits
          brought to enforce any liability or duty created by the Securities
          Exchange Act of 1934, as amended, or any other claim for which the
          federal courts of the United States have exclusive jurisdiction;




     •    designate the federal district courts of the United States, to the
          fullest extent permitted by law, as the sole and exclusive forum for the
          resolution of any complaint asserting a cause of action arising under the
          Securities Act of 1933, as amended, unless the Company consents in
          writing to the selection of an alternative forum; and




     •    establish a classified board of directors, as a result of which the
          successors to the directors whose terms have expired will be elected to
          serve from the time of election and qualification until the third annual
          meeting following their election.

--------------------------------------------------------------------------------

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 8.01 Other Events.

On April 16, 2021, the Company completed its initial public offering of 6,900,000 shares of its common stock, which includes an additional 900,000 shares of common stock purchased by the underwriters pursuant to their option to purchase additional shares, at a price to the public of $30.00 per share. The gross proceeds to the Company from the initial public offering were approximately $207.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01 Financial Statements and Exhibits.




Exhibit No.     Description
                  Amended and Restated Certificate of Incorporation of Alkami
3.1             Technology, Inc.
3.2               Amended and Restated Bylaws of Alkami Technology, Inc.

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© Edgar Online, source Glimpses

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