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AGIO > SEC Filings for AGIO > Form 8-K on 30-Jul-2013All Recent SEC Filings

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Form 8-K for AGIOS PHARMACEUTICALS INC


30-Jul-2013

Unregistered Sale of Equity Securities, Amendments to Articles of Inc.


Item 3.02 Unregistered Sales of Equity Securities.

On July 29, 2013, Agios Pharmaceuticals, Inc. (the "Company") issued and sold 708,333 shares of its common stock, $0.001 par value (the "Shares") to Celgene Corporation ("Celgene"), in connection with a private placement which occurred concurrently with the closing of the Company's initial public offering of its common stock (the "IPO"). The sale and issuance of the Shares was effected pursuant to the terms of that certain Common Stock Purchase Agreement between the Company and Celgene dated July 16, 2013.

The aggregate purchase price of the Shares was $12,750,000, representing a per share price of $18.00, the price at which shares of the Company's common stock were sold to the public in the IPO. The purchase price of the Shares was paid for by Celgene in immediately available funds.

The sale and issuance by the Company of the Shares to Celgene described above under this Item 3.02 of this Current Report were not registered under the Securities Act or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of
Section 4(2) thereof and the rules and regulations promulgated thereunder relating to transactions not involving any public offering.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 29, 2013, the Company filed a restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with closing of the IPO. The Company's board of directors and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the closing of the IPO.

The Restated Certificate amends and restates the Company's certificate of incorporation in its entirety to, among other things: (i) reduce the authorized number of shares of common stock to 150,000,000 shares; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 25,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's board of directors in one or more series;
(iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only upon the affirmative vote of the holders of at least 75% of the votes that all of the Company's stockholders would be entitled to cast in an annual election of directors; (vi) provide that any vacancy on the Company's board of directors, including a vacancy resulting from an enlargement of its board of directors, may be filled only by vote of a majority of directors then in office; and
(vii) 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.

The foregoing description of the amendments made by 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.

On July 29, 2013, in connection with the closing of the IPO, amended and restated by-laws of the Company (the "Amended and Restated By-Laws"), previously approved by the Company's board of directors and stockholders to become effective immediately following the closing of the IPO, became effective. The Amended and Restated By-Laws amend and restate the Company's by-laws 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 amendments made in the Amended and Restated By-Laws is qualified by reference to the Amended and Restated By-Laws, 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

Exhibit
No. Description

3.1 Restated Certificate of Incorporation of Agios Pharmaceuticals, Inc.

3.2 Amended and Restated By-Laws of Agios Pharmaceuticals, Inc.


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