Ginkgo Bioworks Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 19, 2024
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On August 19, 2024, Ginkgo Bioworks Holdings, Inc. (the “Company”) filed the Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware, effective on that date, including the following amendments:
•The addition of Article V, Section 1(c) to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share, Class B common stock, par value $0.0001 per share and Class C common stock, par value $0.0001 per share, at a ratio of one-for-forty (1:40);
•authorizing Article VIII to permit officer exculpation; and
•amendments to, among other things, remove provisions related to the Company’s merger with Soaring Eagle Acquisition Corp. and its domestication process, which are no longer relevant to its business.
The summary of the A&R Charter contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GINKGO BIOWORKS HOLDINGS, INC. | ||||||||
| Date: August 19, 2024 | By: | /s/ Mark Dmytruk | ||||||
| Name: | Mark Dmytruk | |||||||
| Title: | Chief Financial Officer | |||||||