Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-35420   94-3254365

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


850 Maude Avenue,

Mountain View, CA

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 210-2900

(Former name or former address, if changed since last report.)



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))

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.  ☐




Explanatory Note

ChemoCentryx, Inc. is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2019 (the “Original Filing”) solely for the purpose of replacing an incorrect attachment which had been attached to the Original Filing. The corrected Exhibit 3.1 supersedes and replaces in its entirety Exhibit 3.1 to the Original Filing.

This Amendment contains only the Cover Page to this Form 8-K/A, this Explanatory Note, Item 9.01, the Signature Page and the corrected Exhibit 3.1. This Amendment speaks as of the original filing date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing other than to correct Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits



Amended and Restated Bylaws of ChemoCentryx, Inc.


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.


Date: March 11, 2019     By:   /s/ Susan M. Kanaya
    Name:   Susan M. Kanaya
    Title:   Executive Vice President, Chief Financial and Administrative Officer and Secretary