| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 9, 2021, Imago BioSciences, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Pfizer Inc. (“Pfizer”), pursuant to which the Company agreed to sell 1,250,000 shares of common stock to Pfizer at a purchase price of $16.00 per share (the “Concurrent Private Placement”), equal to the offering price per share in the Company’s initial public offering (the “Initial Public Offering”), for gross proceeds of $20.0 million.
The Concurrent Private Placement is exempt from registration pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pfizer acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in connection with the Concurrent Private Placement.
The Initial Public Offering and Concurrent Private Placement, which closed on July 20, 2021, generated net proceeds of approximately $141.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.
The foregoing summary of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”).
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Report is incorporated by reference into this Item 3.02.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 20, 2021, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the Initial Public Offering of shares of the Company’s common stock. As described in the Registration Statement on Form S-1 (File No. 333-257419), as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s Initial Public Offering.
As amended and restated, the Certificate of Incorporation and the Bylaws contain provisions that, among other things:
| | • | | authorize 300,000,000 shares of common stock; |
| | • | | delete all references to the various series of preferred stock that were previously authorized and instead create 10,000,000 shares of undesignated preferred stock with terms to be set by the board of directors, which rights could be senior to those of the common stock; |
| | • | | do not provide for cumulative voting in the election of directors, which means that stockholders holding a majority of the shares of common stock outstanding will be able to elect all directors; |
| | • | | require the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting; |
| | • | | allow the board of directors to alter the bylaws without obtaining stockholder approval; |
| | • | | eliminate the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting; |
| | • | | require the approval of at least 66 2/3% of the shares entitled to vote to remove a director for cause; |
| | • | | require the approval of at least 66 2/3% of the shares entitled to vote to adopt, amend or repeal the bylaws or repeal the provisions of the Certificate of Incorporation regarding the election and removal of directors; |
| | • | | unless the Company consents in writing to the selection of an alternative forum, designate the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the |
