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

Year.

On October 29, 2021, Arteris, Inc.'s (the "Company") amended and restated certificate of incorporation (the "Certificate of Incorporation"), was filed with the Secretary of State of the State of Delaware, 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. 333-259988), 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 300,000,000 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;




    •    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 adopt, amend or repeal the bylaws or amend, alter, change or repeal
         certain provisions of the Certificate of Incorporation;




    •    unless the Company consents in writing to the selection of an alternative
         forum, designate the Court of Chancery of the State of Delaware (or, in
         the event that the Chancery Court does not have jurisdiction, the federal
         district court for the District of Delaware or other state courts of the
         State of Delaware) to be the sole and exclusive forum for (i) any
         derivative action, suit or proceeding brought on behalf of the Company;
         (ii) any action, suit or proceeding asserting a claim of breach of a
         fiduciary duty owed by any of the Company's directors, officers,
         employees or stockholders to the Company or its stockholders; (iii) any
         action, suit or proceeding arising pursuant to any provision of the
         Delaware General Corporation Law or the Certificate of Incorporation or
         the Bylaws; or (iv) any action, suit or proceeding asserting a claim
         against the Company 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 as the
         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 October 29, 2021, the Company completed its initial public offering of 5,750,000 shares of its common stock at a price to the public of $14.00 per share as described in the Registration Statement on Form S-1 (File No. 333-259988), as amended, which included the exercise in full by the underwriters of their option to purchase an additional 750,000 shares of the Company's common stock. The gross proceeds to the Company from the initial public offering were $80.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

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Item 9.01 Financial Statements and Exhibits.






Exhibit No.       Description

3.1                 Amended and Restated Certificate of Incorporation of Arteris,
                  Inc.

3.2                 Amended and Restated Bylaws of Arteris, Inc.

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