Item 5.03 Amendments to Articles of Incorporation or Bylaws

Amendment and Restatement of Certificate of Incorporation

On August 12, 2021, Eliem Therapeutics, Inc. (the "Company") filed an amended and restated certificate of incorporation (the "Amended and Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of its initial public offering of shares of common stock. The Company's board of directors and stockholders previously approved the Amended and Restated Certificate to be effective upon the closing of the initial public offering.

Amendment and Restatement of Bylaws

Effective as of August 12, 2021, the Company adopted amended and restated bylaws (the "Amended and Restated Bylaws"), in connection with the closing of its initial public offering. The Company's board of directors and stockholders previously approved the Amended and Restated Bylaws to be effective upon the closing of the initial public offering.

Please see the description of the Amended and Restated Certificate and the Amended and Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus the Company dated August 9, 2021 and filed with the Securities and Exchange Commission on August 11, 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. 333-257980). The foregoing descriptions, including the descriptions in the final prospectus, of the Amended Restated Certificate and Amended and Restated Bylaws are qualified in their entirety by reference to the full text of the Amended and Restated Certificate and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.       Description

3.1                 Amended and Restated Certificate of Incorporation of Eliem
                  Therapeutics, Inc.

3.2(1)              Amended and Restated Bylaws of Eliem Therapeutics, Inc.

(1) Previously filed as Exhibit 3.4 to our Registration Statement on Form S-1, as

amended (File No. 333-257980), filed with the Securities and Exchange

Commission on August 2, 2021, and incorporated herein by reference.

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