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

Year.

Amendment and Restatement of Certificate of Incorporation

On February 17, 2021, NexImmune, Inc. (the "Company") filed its sixth 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 its initial public offering (the "IPO") of it's common stock. The Company's board of directors and stockholders previously approved the Restated Certificate effective as of and contingent upon the closing of the IPO.

A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

The Company also adopted amended and restated bylaws (the "Restated Bylaws") in connection with the closing of the IPO. The Company's board of directors and stockholders previously approved the Restated Bylaws effective as of and contingent upon the closing of the IPO.

A copy of the Restated Bylaws is attached hereto as Exhibit 3.2 and is 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 U.S. Securities and Exchange Commission on February 16, 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. 333-252220).




Item 8.01. Other Events.

On February 17, 2021, the Company completed its initial public offering of 7,441,650 shares of its common stock at a public offering price of $17.00 per share. The initial public offering included the sale of 970,650 shares pursuant to the underwriters' option to purchase additional shares at the initial public offering price. A copy of the press release announcing the closing of the IPO is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



   Exhibit No.                            Description

   3.1             Restated Certificate of Incorporation of NexImmune, Inc.

   3.2             Restated Bylaws of NexImmune, Inc.

   99.1            Press Release dated February 17, 2021.

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