01—Abstract
Summary
Summary of the 8-K filed April 29, 2024. Cited figures are marked; the original filing is the authoritative source.
Rubrik, Inc. filed this Form 8-K on April 29, 2024 to report that it had filed an amended and restated certificate of incorporation with the Secretary of State of Delaware in connection with the closing of its initial public offering (the "IPO").
The Board and stockholders had previously approved the Restated Certificate to take effect upon the IPO closing. The filing also states that the company's amended and restated bylaws became effective the same day, in connection with the IPO closing, after prior approval by the Board and stockholders. The filing is administrative in nature.
It does not itself disclose IPO pricing, proceeds, share counts, financial results, or other operating information. It incorporates by reference the Restated Certificate (Exhibit 3.1) and the Restated Bylaws (Exhibit 3.2), and points readers to the "Description of Capital Stock" section of the final prospectus filed under Rule 424(b) on April 26, 2024, relating to the Form S-1 (File No. 333-278434), for a description of these governing documents.
For investors, the key takeaway is that the company's governing charter and bylaws were updated to take effect at the IPO closing, marking the transition of Rubrik to a publicly traded company. Investors seeking the substance of the governance terms should review the referenced prospectus section and the attached exhibits.
02—Key points
Key Highlights
- Rubrik, Inc. filed an amended and restated certificate of incorporation with the Delaware Secretary of State on April 29, 2024, in connection with the closing of its IPO.
- The amended and restated bylaws became effective on April 29, 2024, in connection with the IPO closing.
- The Board and stockholders had previously approved both the Restated Certificate and the Restated Bylaws, to take effect at or immediately before the IPO closing.
- The Restated Certificate is filed as Exhibit 3.1 and the Restated Bylaws as Exhibit 3.2 (previously filed as Exhibit 3.4 to the Form S-1, File No. 333-278434, filed April 16, 2024).
- Governance terms are described in the "Description of Capital Stock" section of the final prospectus filed under Rule 424(b) on April 26, 2024.
- The filing identifies Rubrik as an emerging growth company.
03—Questions
Frequently Asked Questions
Why did Rubrik file this 8-K?
The filing reports under Item 5.03 that the company's amended and restated certificate of incorporation and amended and restated bylaws took effect in connection with the closing of its initial public offering on April 29, 2024.
What changed in Rubrik's governing documents?
The filing states that the company's governing documents were amended and restated, but it does not summarize the specific changes. It refers readers to the "Description of Capital Stock" section of the April 26, 2024 final prospectus and to the attached exhibits for details.
Did the filing disclose IPO pricing or proceeds?
No. This filing addresses only the amendment of the certificate of incorporation and bylaws. It does not state IPO pricing, share counts, or proceeds.
Where can investors find the full governing documents?
The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this 8-K. The Amended and Restated Bylaws are incorporated by reference to Exhibit 3.4 of the Form S-1 (File No. 333-278434), filed April 16, 2024, and are identified in this filing as Exhibit 3.2.
Under what registration statement was the IPO conducted?
The IPO relates to the company's Registration Statement on Form S-1, as amended (File No. 333-278434), with the final prospectus under Rule 424(b) filed April 26, 2024.
04—Continue