UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2017
AQUANTIA CORP.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38270 | 20-1199709 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
105 E. Tasman Drive San Jose, California | 95134 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(408)228-8300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
Amendment and Restatement of Certificate of Incorporation
On November 7, 2017, Aquantia Corp. (the “Registrant”) 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 its initial public offering of shares of its common stock. The Registrant’s Board of Directors and stockholders previously approved the Restated Certificate to be effective upon the closing of the Registrant’s initial public offering. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of November 7, 2017, the Registrant adopted Amended and Restated Bylaws (the “Restated Bylaws”) in connection with the closing of the Registrant’s initial public offering. The Registrant’s Board of Directors and stockholders previously approved the Restated Bylaws to be effective upon the closing of the Registrant’s initial public offering. 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 Registrant filed with the U.S. Securities and Exchange Commission on November 3, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on FormS-1, as amended (FileNo. 333-220871).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Aquantia Corp. | |
| 3.2(1) | Amended and Restated Bylaws of Aquantia Corp. | |
| (1) | Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-220871), filed with the U.S. Securities and Exchange Commission on October 6, 2017, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aquantia Corp. | ||||||
| Dated: November 9, 2017 | By: | /s/ Faraj Aalaei | ||||
| Faraj Aalaei | ||||||
| President and Chief Executive Officer | ||||||
