Item 5.03 Amendments to Articles of Incorporation or Bylaws

On December 22, 2022, Rain Therapeutics Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a change of the Company's name from "Rain Therapeutics Inc." to "Rain Oncology Inc." effective as of December 30, 2022 (the "Name Change").

The Board of Directors of the Company (the "Board") approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware. The Name Change does not affect the rights of the Company's stockholders and there were no other changes to the Certificate of Incorporation. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

In connection with the Name Change, the Board also approved an amendment and restatement of the Company's Amended and Restated Bylaws to reflect the Name Change (as amended and restated, the "Second Amended and Restated Bylaws"). A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and incorporated herein by reference.




Item 8.01 Other Events

On December 29, 2022, the Company issued a press release announcing the Company's Name Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 8.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1, is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 8.01 of this Current Report on Form 8-K, including the information in the press release attached hereto as Exhibit 99.1, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.



 Exhibit
  Number        Description
  3.1             Certificate of Amendment of the Amended and Restated Certificate
                of Incorporation of the Company, effective December 30, 2022.
  3.2             Second Amended and Restated Bylaws of the Company, effective
                December 30, 2022.
  99.1            Press Release, dated December 29, 2022.
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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