Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment and Restatement of Certificate of Incorporation
On July 2, 2021, Xometry, Inc. (the "Company") filed an 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 the Company's
initial public offering of its Class A common stock (the "IPO"). The Company's
board of directors and stockholders previously approved the Restated Certificate
to be effective immediately prior to the closing of the IPO. The Restated
Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Amendment and Restatement of Bylaws
On July 2, 2021, the Company's Amended and Restated Bylaws (the "Restated
Bylaws") became effective in connection with the closing of the IPO. The
Company's board of directors and stockholders previously approved the Restated
Bylaws to be effective immediately prior to the closing of the IPO. The Restated
Bylaws are attached hereto as Exhibit 3.2 and are 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 July 1, 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. 333-256769).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Xometry, Inc.
3.2 Amended and Restated Bylaws of Xometry, Inc.
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