8-K

REVOLUTION MEDICINES, INC.

Date: February 18, 2020

/s/ Mark A. Goldsmith

Mark A. Goldsmith, M.D., Ph.D.

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2020

Revolution Medicines, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39219

47-2029180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

700 Saginaw Drive

Redwood City, California 94063

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 481-6801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol

Name of each exchange on which

registered

Common Stock, $0.0001 par value per share

RVMD

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

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

Amendment and Restatement of Certificate of Incorporation

On February 18, 2020, an amended and restated certificate of incorporation (the “Restated Certificate”) of Revolution Medicines, Inc. (the “Company”) became effective with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock (the “IPO”). The Company’s board of directors and stockholders previously approved the Restated Certificate on January 29, 2020 and January 31, 2020, respectively, to be effective immediately prior to the closing of the IPO. A description of certain provisions of the Restated Certificate is set forth in the section entitled “Description of capital stock” of the Company’s Prospectus (the “Prospectus”) filed with the Securities and Exchange Commission on February 13, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (Registration No. 333-235968).

Amendment and Restatement of Bylaws

Effective as of February 18, 2020, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Company’s board of directors and stockholders previously approved the Restated Bylaws on January 29, 2020 and January 31, 2020, respectively, to be effective immediately prior to the closing of the IPO. A description of certain provisions of the Restated Bylaws is set forth in the section of the Prospectus entitled “Description of capital stock.”

The foregoing descriptions of the Restated Certificate and the Restated Bylaws are qualified in their entirety by reference to the full text of the Restated Certificate and the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated by reference herein.

Item 8.01

Other Events.

On February 18, 2020, the Company closed its IPO of 16,100,000 shares of its common stock, par value $0.0001 per share, at an IPO price to the public of $17.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 2,100,000 shares of the Company’s common stock. The gross proceeds to the Company from the IPO were $273.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Revolution Medicines, Inc.

3.2		Amended and Restated Bylaws of Revolution Medicines, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.