Metsera, Inc. Files Amended Certificate of Incorporation and Restated Bylaws

Metsera, Inc. (NASDAQ:MTSR) made a significant filing on February 3, 2025. The company submitted an amended and restated certificate of incorporation called the “Restated Certificate” to the Secretary of State of the State of Delaware. This action was in connection with the completion of its initial public offering of common stock.

The Restated Certificate detailed several amendments to the company’s prior certificate, including fixing the authorized shares of common stock at 800,000,000 and authorizing 10,000,000 shares of preferred stock. It also established a classified board of directors and outlined specific procedures for the nomination and removal of board members, among other provisions. Furthermore, it designated the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions.

Alongside the amended certificate, Metsera, Inc. also updated its bylaws. The Amended and Restated Bylaws became effective on the same day as the Restated Certificate. These bylaws encompassed procedures pertaining to stockholder proposals, director nominations, and aligned with the revised provisions outlined in the Restated Certificate.

Both the Restated Certificate and the Amended and Restated Bylaws have been attached to the filing as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference. The company also included a Cover Page Interactive Data File as Exhibit 104.

Christopher Whitten Bernard, the President, and Chief Executive Officer of Metsera, Inc., signed the report on behalf of the company in compliance with the Securities Exchange Act of 1934.

Investors and stakeholders are encouraged to refer to the official filing for comprehensive details regarding these changes within Metsera, Inc.’s corporate governance structure.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Metsera’s 8K filing here.

Metsera Company Profile

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We are a clinical-stage biotechnology company developing next-generation injectable and oral nutrient stimulated hormone, or NuSH, analog peptides to treat obesity, overweight and related conditions. Obesity and overweight are among the fastest-growing and most prevalent chronic human conditions, affecting approximately 2.5 billion people worldwide, and drive a broad range of severe diseases.

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