Item 3.02 Unregistered Sales of Equity Securities
On June 28, 2021, Confluent, Inc. (the "Company") completed its previously
disclosed planned donation of 250,000 shares of Class A common stock to its
charitable foundation, Confluent.org. The donated shares were issued in reliance
on the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended, for transactions not
involving a public offering.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On June 28, 2021, 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 Company's initial public
offering of shares of Class A common stock (the "IPO"). The Company's board of
directors and stockholders previously approved the Restated Certificate to be
effective upon the closing of the IPO. The Restated Certificate is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
On June 28, 2021, the Company's Amended and Restated Bylaws (the "Restated
Bylaws") became effective in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are
attached hereto as Exhibit 3.2 and are 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 the
Company filed with the Securities and Exchange Commission on June 25, 2021
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. 333-256693).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Confluent,
Inc.
3.2(1) Amended and Restated Bylaws of Confluent, Inc.
(1) Previously filed as Exhibit 3.4 to the Company's Registration Statement on
Form S-1, as amended (File No. 333-256693), filed with the Securities and
Exchange Commission on June 16, 2021, and incorporated herein by reference.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses