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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