Item 5.03. Amendments to Articles of Incorporation or Bylaws
As previously disclosed in the Registration Statement on Form S-1, as amended
(File No. 333-261230) (the "Registration Statement") of Vigil Neuroscience, Inc.
(the "Company"), on January 11, 2022 and in connection with the consummation of
the initial public offering of the Company's common stock (the "IPO"), the
Company filed a third amended and restated certificate of incorporation (the
"Restated Certificate") with the Secretary of State of the State of Delaware.
The Company's board of directors (the "Board") and the Company's stockholders
previously approved the Restated Certificate to be filed in connection with, and
to be effective immediately prior to, the consummation of the IPO. The Restated
Certificate amends and restates the Company's existing second amended and
restated certificate of incorporation in its entirety to, among other things:
(i) authorize 150,000,000 shares of common stock; (ii) eliminate all references
to the previously-existing series of preferred stock; and (iii) authorize
10,000,000 shares of undesignated preferred stock that may be issued from time
to time by the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference
to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on
January 6, 2022 and in connection with the consummation of the IPO, the amended
and restated bylaws of the Company (the "Amended and Restated Bylaws"),
previously approved by the Board and the Company's stockholders to become
effective immediately upon effectiveness of the Registration Statement, became
effective. The Amended and Restated Bylaws amend and restate the Company's
bylaws in their entirety to, among other things: (i) eliminate the ability of
the Company's stockholders to take action by written consent in lieu of a
meeting and call special meetings of stockholders; (ii) establish procedures
relating to the presentation of stockholder proposals at stockholder meetings;
(iii) establish procedures relating to the nomination of directors; and
(iv) conform to the amended provisions of the Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by
reference to the Amended and Restated Bylaws, a copy of which is attached hereto
as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Third Amended and Restated Certificate of Incorporation of Vigil
Neuroscience, Inc.
3.2 Amended and Restated Bylaws of Vigil Neuroscience, Inc.
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