Item 5.03. Amendments to Articles of Incorporation or Bylaws
As previously disclosed in the Registration Statement on Form S-1, as amended
(File No. 333-238783) (the "Registration Statement") of Forma Therapeutics
Holdings, Inc. (the "Company"), on June 23, 2020 and in connection with the
consummation of the initial public offering of the Company's common stock (the
"IPO"), the Company filed a second amended and restated certificate of
incorporation (the "Restated Certificate") with the Secretary of State of the
State of Delaware. The Company's board of directors (the "Board") and the
Company's stockholders previously approved the Restated Certificate to be filed
in connection with, and to be effective upon, the consummation of the IPO. The
Restated Certificate amends and restates the Company's existing amended and
restated certificate of incorporation in its entirety to, among other things:
(i) authorize 147,494,175 shares of voting common stock; (ii) authorize
2,505,825 shares of non-voting common stock; (iii) eliminate all references to
the previously-existing series of preferred stock; and (iv) authorize 10,000,000
shares of undesignated preferred stock that may be issued from time to time by
the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference
to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on June 18,
2020 and in connection with the consummation of the IPO, the amended and
restated bylaws of the Company (the "Amended and Restated Bylaws"), previously
approved by the Board and the Company's stockholders to become effective
immediately upon effectiveness of the Registration Statement, became effective.
The Amended and Restated Bylaws amend and restate the Company's bylaws in their
entirety to, among other things: (i) eliminate the ability of the Company's
stockholders to take action by written consent in lieu of a meeting and call
special meetings of stockholders; (ii) establish procedures relating to the
presentation of stockholder proposals at stockholder meetings; (iii) establish
procedures relating to the nomination of directors; and (iv) conform to the
amended provisions of the Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by
reference to the Amended and Restated Bylaws, a copy of which is attached hereto
as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Second Amended and Restated Certificate of Incorporation of Forma
Therapeutics Holdings, Inc.
3.2 Amended and Restated Bylaws of Forma Therapeutics Holdings, Inc.
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FORMA THERAPEUTICS HOLDINGS, INC. 
