MTCR / Metacrine Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Metacrine Inc
US ˙ NASDAQ ˙ US59101E1038
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

Grundlæggende statistik
CIK 1634379
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Metacrine Inc
SEC Filings (Chronological Order)
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March 24, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39512 Metacrine, Inc. (Exact name of registrant as specified in i

March 24, 2023 8-K

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): March 23, 2023 Metacrine, Inc. (E

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): March 23, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File Num

March 23, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2023

S-8 POS As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

March 23, 2023 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2023

S-8 POS As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

March 23, 2023 8-K

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): March 17, 2023 Metacrine, Inc. (E

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): March 17, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File Num

March 15, 2023 8-K

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): March 15, 2023 Metacrine, Inc. (E

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): March 15, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File Num

March 3, 2023 8-K

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 27, 2023 Metacrine, Inc.

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 27, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File

March 3, 2023 POS AM

As filed with the Securities and Exchange Commission on March 3, 2023

POS AM As filed with the Securities and Exchange Commission on March 3, 2023 Registration No.

February 14, 2023 SC 13G/A

MTCR / Metacrine Inc / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 mtcr282317sc13ga1.htm AMENDMENT NO. 1 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appr

February 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 9, 2023 8-K

Termination of a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 3, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File N

February 8, 2023 SC 13G/A

MTCR / Metacrine Inc / BML Investment Partners, L.P. - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 3, 2023 8-K

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 2, 2023 Metacrine, Inc.

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 2, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File N

February 1, 2023 8-K

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): January 31, 2023 Metacrine, Inc.

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): January 31, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File N

January 24, 2023 EX-2.1

Plan of Dissolution of Metacrine, Inc.

Exhibit 2.1 Metacrine, Inc. PLAN OF DISSOLUTION This Plan of Dissolution (the “Plan”) is intended to accomplish the dissolution and liquidation of Metacrine, Inc., a Delaware corporation (the “Company”), in accordance with Section 275 and other applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and applicable provisions of the Internal Revenue Code of 1986,

January 24, 2023 EX-10.1

Separation Agreement and General Release of All Claims, dated as of January 24, 2023, by and between Metacrine, Inc. and Preston Klassen

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Metacrine, Inc. (“Employer”) and Preston Klassen (“Employee”) with respect to the following facts: As a result of a Change in Control, Employee’s employment with Employer will conclude on February 1, 2023 (“Separation Date”). Employee will

January 24, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 24, 2023 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File N

January 24, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 d426882dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Us

December 23, 2022 EX-99.1

Metacrine and Equillium Mutually Agree to Terminate Definitive Merger Agreement

Exhibit 99.1 Metacrine and Equillium Mutually Agree to Terminate Definitive Merger Agreement LA JOLLA, California, December 23, 2022 ? Metacrine, Inc. (NASDAQ:MTCR) and Equillium, Inc. today announced the mutual termination of their previously announced definitive merger agreement. Metacrine is continuing to evaluate all strategic opportunities. Additional information regarding the termination of

December 23, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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): December 20, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

December 19, 2022 SC 13G

MTCR / Metacrine Inc / TANG CAPITAL PARTNERS LP Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 19, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Metacrine, Inc. and further agree to the filing of this Joint Filing Agreement as an exhibi

December 15, 2022 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

December 8, 2022 SC 13D

MTCR / Metacrine Inc / BML Investment Partners, L.P. - NONE Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) Braden Leonard, BML Capital Management, LLC 65 E Cedar - Suite 2 Zionsville, IN 46077 Phone : 3173442447 (Name, Address

November 14, 2022 EX-99.1

METACRINE REPORTS THIRD-QUARTER 2022 RESULTS

Exhibit 99.1 METACRINE REPORTS THIRD-QUARTER 2022 RESULTS SAN DIEGO ? November 14, 2022 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company developing differentiated therapies for patients with gastrointestinal diseases, today reported its third-quarter 2022 financial results. ?We made great progress during the quarter in advancing our proposed merger with Equillium,? said

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metac

November 14, 2022 425

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): November 14, 2022 Metacrine, Inc.

425 1 mtcr-425.htm 425 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): November 14, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorpora

November 10, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permi

October 27, 2022 SC 13G/A

MTCR / Metacrine Inc / BML Investment Partners, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) October 24, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

October 11, 2022 8-K

Other Events

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): September 30, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

September 28, 2022 425

Filed by Equillium, Inc.

Filed by Equillium, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-38692 Subject Company: Metacrine, Inc. Commission File No.: 001-39512 Date: September 27, 2022 Event ID: 8770084 Event Title: Equillium Announces Interim Data from Type B Portion of EQUALISE Study in Patients with Lupus Nephritis Date: 09/27/2022 Executives: Bruce Steel ? Chief Executive Officer

September 27, 2022 425

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 September 27, 2022 Date of Report (Date of earliest event reported) Equillium, Inc.

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 September 27, 2022 Date of Report (Date of earliest event reported) Equillium, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38692 82-1554746 (State or other jurisdiction of incorporation) (Commission File

September 26, 2022 425

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 September 26, 2022 Date of Report (Date of earliest event reported) Equillium, Inc.

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 September 26, 2022 Date of Report (Date of earliest event reported) Equillium, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38692 82-1554746 (State or other jurisdiction of incorporation) (Commission File

September 7, 2022 425

Filed by Equillium, Inc.

425 1 d324072d425.htm 425 Filed by Equillium, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 001-38692 Subject Company: Metacrine, Inc. Commission File No.: 001-39512 Date: September 7, 2022 The following is a transcript of the audio recording of a conference call that took place on September 7, 2022 regarding the strategic transaction. The audio recording was made

September 6, 2022 EX-99.2

This presentation contains forward-looking statements about Equillium, Inc. (the “Company”). Statements contained in this presentation that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigat

Equillium Acquisition of Metacrine, Inc. September 7, 2022 Exhibit 99.2 This presentation contains forward-looking statements about Equillium, Inc. (the ?Company?). Statements contained in this presentation that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the us

September 6, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 6, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

September 6, 2022 EX-2.1

Agreement and Plan of Merger, dated September 6, 2022, by and among Equillium, Inc., Metacrine, Inc., Equillium Acquisition Sub, Inc., and Triumph Merger Sub, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among EQUILLIUM, INC., METACRINE, INC., EQUILLIUM ACQUISITION SUB, INC. and TRIUMPH MERGER SUB, INC. Dated as of September 6, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; SURVIVING CORPORATION 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 The Certificate of Incorporation 2 1.5 The Bylaws 2 1.6 Directors of the Sur

September 6, 2022 EX-99.1

Equillium to Acquire Metacrine in All-Stock Transaction Expected to add $33 million in cash at closing to Equillium’s balance sheet and extend operating runway into 2024 Acquisition includes novel drug candidate MET642, an orally delivered Phase 2 re

Exhibit 99.1 Equillium to Acquire Metacrine in All-Stock Transaction Expected to add $33 million in cash at closing to Equillium?s balance sheet and extend operating runway into 2024 Acquisition includes novel drug candidate MET642, an orally delivered Phase 2 ready FXR agonist for ulcerative colitis Preston Klassen, M.D., MHS, to be appointed to the Board of Directors LA JOLLA, California, Septem

September 6, 2022 425

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): September 6, 2022 Metacrine, Inc.

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): September 6, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine,

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 9, 2022 EX-99.1

METACRINE REPORTS SECOND-QUARTER 2022 RESULTS

Exhibit 99.1 METACRINE REPORTS SECOND-QUARTER 2022 RESULTS SAN DIEGO ? August 9, 2022 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal diseases, today reported its second-quarter 2022 financial results. ?We have made meaningful progress during the quarter in evaluating strategic alternatives designed

August 5, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 4, 2022 Metacrine, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 18, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): May 18, 2022 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission File Numbe

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine

May 12, 2022 EX-10.1

Consulting Agreement, dated January 7, 2022, by and between the Registrant and Hubert Chen.

Exhibit 10.1 METACRINE, INC. CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is effective as of January 7, 2022 (the ?Effective Date?) by and between Metacrine, Inc., a Delaware corporation (the ?Company?) located at 3985 Sorrento Valley Blvd, Suite C, San Diego, California 92121, and Hubert Chen (?Consultant?) an individual with the address on file with the Company. Consultant w

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

May 12, 2022 EX-99.1

METACRINE REPORTS first-QUARTER 2022 RESULTS

Exhibit 99.1 METACRINE REPORTS first-QUARTER 2022 RESULTS SAN DIEGO ? May 12, 2022 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal diseases, today reported its first-quarter 2022 financial results and provided a business update. Metacrine announced today that it has engaged a strategic financial advi

April 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 7, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 6, 2022 8-K

Termination of a Material Definitive Agreement

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): March 31, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39512 Metacrine, Inc

March 30, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Metacrine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Equity 2020 Equity Incentive Plan Co

March 30, 2022 EX-10.12

Transition, Separation and Consulting Agreement, dated as of March 2, 2022, by and between the Company and Patricia Millican.

Exhibit 10.12 February 23, 2022 Trisha Millican Via Email Re:Transition, Separation and Consulting Agreement Dear Trisha: This letter sets forth the substance of the transition and separation agreement (the ?Agreement?) that Metacrine, Inc. (the ?Company?) is offering to you. 1.Separation. Your last day of work with the Company and your employment termination date will be March 31, 2022 (the ?Sepa

March 30, 2022 EX-99.1

METACRINE REPORTS FOURTH-QUARTER 2021 RESULTS

Exhibit 99.1 METACRINE REPORTS FOURTH-QUARTER 2021 RESULTS SAN DIEGO ? March 30, 2022 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal diseases, today reported its fourth-quarter 2021 financial results. ?We continue to devote all of our development effort to bringing expanded therapeutic options to pe

March 30, 2022 S-8

As filed with the Securities and Exchange Commission on March 30, 2022

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No.

March 30, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 30, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 30, 2022 EX-10.10

Employment Agreement dated November 2, 2021 by and between the Company and Michael York.

Exhibit 10.10 November 2, 2021 Michael York VIA email Dear Michael, I am delighted to make you an offer for the position of Senior Vice President, Business Development and Commercial Strategy at Metacrine Inc. (the Company), reporting to Preston Klassen, Chief Executive Officer. Your employment is effective as of November 19, 2021. The terms of the offer are as follows: Duties and Extent of Servic

March 15, 2022 EX-10.1

Agreement for Termination of Lease and Voluntary Surrender of Premises, dated as of March 11, 2022, by and between Metacrine, Inc. and ARE-SD Region No. 30, LLC

Exhibit 10.1 AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISES This Agreement for Termination of Lease and Voluntary Surrender of Premises (this ?Agreement?) is made and entered into as of March 11, 2022, by and between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (?Landlord?), and METACRINE, INC., a Delaware corporation (?Tenant?), with reference to the fol

March 15, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 11, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 27, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

February 24, 2022 EX-99.1

METACRINE Announces executive leadership changes

Exhibit 99.1 METACRINE Announces executive leadership changes SAN DIEGO ? February 24, 2022 ? Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal diseases, today announced that Ms. Trisha Millican has resigned her position as chief financial officer. Ms. Millican will remain with the Company until March 31

February 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 17, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

February 18, 2022 SC 13G

MTCR / Metacrine Inc / BML Investment Partners, L.P. - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) February 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 14, 2022 SC 13G/A

MTCR / Metacrine Inc / venBio Global Strategic Fund, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 11, 2022 SC 13G/A

MTCR / Metacrine Inc / ALEXANDRIA REAL ESTATE EQUITIES, INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Metacrine, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur

February 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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 10, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

February 11, 2022 EX-99.1

METACRINE UPDATES IBD CLINICAL DEVELOPMENT STRATEGY AND IMPLEMENTS RESTRUCTURING PLAN - U.S. FDA clears IND to evaluate MET642 for the treatment of ulcerative colitis - Sufficient capital to complete Phase 2 IBD trial

Exhibit 99.1 METACRINE UPDATES IBD CLINICAL DEVELOPMENT STRATEGY AND IMPLEMENTS RESTRUCTURING PLAN - U.S. FDA clears IND to evaluate MET642 for the treatment of ulcerative colitis - Sufficient capital to complete Phase 2 IBD trial SAN DIEGO ? February 11, 2022 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastroint

February 10, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 4, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File N

February 4, 2022 SC 13G/A

MTCR / Metacrine Inc / FRANKLIN RESOURCES INC Passive Investment

CUSIP NO. 59101E103 13G Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap

January 28, 2022 EX-99.1

METACRINE, INC. SEPARATION AND CONSULTING AGREEMENT

Exhibit 99.1 METACRINE, INC. SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (this ?Agreement?) is effective as of January 27, 2022 (?Effective Date?), by and between Metacrine, Inc., a Delaware corporation (the ?Company?) located at 3985 Sorrento Valley Blvd, Suite C, San Diego, California 92121, and Catherine Lee (?Lee? or ?Consultant?) an individual with the address

January 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 25, 2022 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File N

January 5, 2022 SC 13D/A

MTCR / Metacrine Inc / New Enterprise Associates 16, L.P. - NEW ENTERPRISE ASSOCIATES 16, L.P. / METACRINE -- SCHEDULE 13D/A1E Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Metacrine, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 59101E103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Address a

December 27, 2021 EX-99.1

METACRINE ANNOUNCES RESIGNATION OF CHIEF MEDICAL OFFICER

Exhibit 99.1 METACRINE ANNOUNCES RESIGNATION OF CHIEF MEDICAL OFFICER SAN DIEGO ? December 27, 2021 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal and liver diseases, today announced that Hubert C. Chen, M.D., chief medical officer, has resigned to pursue a new opportunity. Dr. Chen?s resignation is

December 27, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 22, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

November 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 11, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

November 12, 2021 EX-10.1

Second Amendment to Loan and Security Agreement, dated October 1, 2021, by and between the Registrant and K2 HealthVentures LLC and any other lender from time to time party thereto, K2 HealthVentures LLC as administrative agent.

Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. EXHIBIT A CONFORMED LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this ?Agreement?) dated as

November 12, 2021 EX-4.4

Warrant to Purchase Common Stock, dated October 1, 2021, issued to K2 HealthVentures Equity Trust LLC (incorporated by reference to Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-39512) filed with the SEC on November 12, 2021).

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S

November 12, 2021 EX-99.1

METACRINE REPORTS THIRD-QUARTER 2021 RESULTS

Exhibit 99.1 METACRINE REPORTS THIRD-QUARTER 2021 RESULTS SAN DIEGO ? November 11, 2021 - Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with gastrointestinal and liver diseases, today reported its third-quarter 2021 financial results. ?Our recent monotherapy and combination trial results demonstrate the strong therapeutic

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine, Inc.

November 2, 2021 EX-99.1

METACRINE REPORTS TOPLINE RESULTS FOR MET409 PHASE 2A COMBINATION TRIAL IN PATIENTS WITH TYPE 2 DIABETES AND NASH - Validates therapeutic benefit of combination approaches for a large segment of NASH patients - Demonstrates additive efficacy results

Exhibit 99.1 METACRINE REPORTS TOPLINE RESULTS FOR MET409 PHASE 2A COMBINATION TRIAL IN PATIENTS WITH TYPE 2 DIABETES AND NASH - Validates therapeutic benefit of combination approaches for a large segment of NASH patients - Demonstrates additive efficacy results and favorable tolerability profile SAN DIEGO ? November 2, 2021 ? Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical compa

November 2, 2021 8-K

Financial Statements and Exhibits, Other Events

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): November 2, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File N

October 21, 2021 8-K

Financial Statements and Exhibits, Other Events

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): October 21, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File N

October 21, 2021 EX-99.1

METACRINE REPORTS INTERIM RESULTS FOR MET642 PHASE 2A TRIAL IN PATIENTS WITH NASH AND ANNOUNCES A STRATEGIC RE-PRIORITIZATION OF ITS CLINICAL DEVELOPMENT PROGRAMS

Exhibit 99.1 METACRINE REPORTS INTERIM RESULTS FOR MET642 PHASE 2A TRIAL IN PATIENTS WITH NASH AND ANNOUNCES A STRATEGIC RE-PRIORITIZATION OF ITS CLINICAL DEVELOPMENT PROGRAMS SAN DIEGO ? October 21, 2021 ? Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with liver and gastrointestinal diseases, today reported interim resul

October 13, 2021 CORRESP

Metacrine, Inc. 3985 Sorrento Valley Blvd., Suite C San Diego, CA 92121 (858) 369-7800

Metacrine, Inc. 3985 Sorrento Valley Blvd., Suite C San Diego, CA 92121 (858) 369-7800 October 13, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Dillon Hagius Re: Metacrine, Inc. Registration Statement on Form S-3 File No. 333-260023 Acceleration Request Requested Date: Friday, October 15, 2021 Reques

October 4, 2021 S-3

As filed with the Securities and Exchange Commission on October 4, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 4, 2021 Registration No.

October 4, 2021 EX-4.9

Form of Common Stock Warrant Agreement and Warrant Certificate.

EXHIBIT 4.9 METACRINE, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF COMMON STOCK WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of between METACRINE, INC., a Delaware corporation (the ?Company?), and , a [corporation] [national banking association] organized and existing under the laws of and having a

October 4, 2021 EX-4.10

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

EXHIBIT 4.10 METACRINE, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of between METACRINE, INC., a Delaware corporation (the ?Company?), and , a [corporation] [national banking association] organized and existing under the laws of and

October 4, 2021 EX-4.6

Form of Indenture.

EXHIBIT 4.6 METACRINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee?s Certificate 6 Section 2.03

October 4, 2021 EX-4.11

Form of Debt Securities Warrant Agreement and Warrant Certificate.

EXHIBIT 4.11 METACRINE, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20 METACRINE, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of between METACRINE, INC., a Delaware corporation (the ?Company?), and , a [corporation] [national banking association] organized and existing under the laws of and

October 4, 2021 EX-1.2

Sales Agreement, dated as of October 4, 2021, by and between the Registrant and SVB Leerink LLC.

EX-1.2 2 d236019dex12.htm EX-1.2 Exhibit 1.2 METACRINE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT October 4, 2021 SVB LEERINK LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Metacrine, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows: 1. I

October 4, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 1, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Nu

September 15, 2021 8-K

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): September 15, 2021 Metacrine, Inc

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): September 15, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

September 15, 2021 EX-99.1

Legal Disclaimers Statements in this presentation that are not statements of historical fact are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding our research and clinical development plans

R&D Day September 15, 2021 Exhibit 99.1 Legal Disclaimers Statements in this presentation that are not statements of historical fact are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding our research and clinical development plans, including our plans regarding the potential expansion of our FXR program into IBD and our plans regarding HS

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 12, 2021 EX-99.1

METACRINE UPDATES MET642 CLINICAL DEVELOPMENT MILESTONE AND REPORTS SECOND-QUARTER 2021 RESULTS Interim data from the Phase 2a trial of MET642 in patients with NASH now expected early in the fourth quarter of 2021 Topline results from a Phase 2a tria

EX-99.1 2 mtcr-ex9916.htm EX-99.1 Exhibit 99.1 METACRINE UPDATES MET642 CLINICAL DEVELOPMENT MILESTONE AND REPORTS SECOND-QUARTER 2021 RESULTS Interim data from the Phase 2a trial of MET642 in patients with NASH now expected early in the fourth quarter of 2021 Topline results from a Phase 2a trial of MET409 in combination with empagliflozin in patients with NASH and type 2 diabetes on track to be

August 12, 2021 EX-10.2

Metacrine, Inc. 2020 Equity Incentive Plan Forms of RSU Award Grant Notice and RSU Award Agreement.

Exhibit 10.2 Employee Form Metacrine, Inc. RSU Award Grant Notice (2020 Equity Incentive Plan) Metacrine, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine, Inc.

August 12, 2021 EX-10.1

Metacrine, Inc. Non-Employee Director Compensation Policy, As Amended on May 24, 2021.

Exhibit 10.1 Metacrine, Inc. Non-Employee Director Compensation Policy, as amended on May 24, 2021 Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Metacrine, Inc. (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Polic

May 26, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): May 24, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine, Inc.

May 13, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 mtcr-8k20210513.htm 8-K 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): May 13, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorpo

May 13, 2021 EX-99.1

Metacrine Accelerates MET409 Clinical Development Milestone and Reports First-Quarter 2021 Results Topline results from a Phase 2a trial of MET409 in combination with empagliflozin in patients with NASH and type 2 diabetes now expected in the fourth

EX-99.1 2 mtcr-ex9916.htm EX-99.1 Exhibit 99.1 Metacrine Accelerates MET409 Clinical Development Milestone and Reports First-Quarter 2021 Results Topline results from a Phase 2a trial of MET409 in combination with empagliflozin in patients with NASH and type 2 diabetes now expected in the fourth quarter of 2021 Interim data from the Phase 2a trial of MET642 in NASH patients on track to be reported

May 13, 2021 EX-10.1

Amended and Restated Consulting Agreement by and between the Registrant and Jeff Jonker dated March 10, 2021.

EX-10.1 2 mtcr-ex101212.htm EX-10.1 Exhibit 10.1 METACRINE, INC. AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (this “Agreement”) is made as of March 10, 2021 (the “Effective Date”) by and between Metacrine, Inc., a Delaware corporation (the “Company”) located at 3985 Sorrento Valley Blvd, Suite C, San Diego, California 92121, and Jeff Jonker (“Consultant

April 9, 2021 DEFA14A

- DEFA14A

DEFA14A 1 mtcr-defa14a20210409.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

April 9, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 5, 2021 EX-99.1

Metacrine Appoints Dr. Julia C. Owens to its Board of Directors

Exhibit 99.1 Metacrine Appoints Dr. Julia C. Owens to its Board of Directors SAN DIEGO ? April 5, 2021 ? Metacrine, Inc. (NASDAQ:MTCR), a clinical-stage biopharmaceutical company pioneering differentiated therapies for patients with liver and gastrointestinal diseases, today announced the appointment of Julia C. Owens, Ph.D. to the Company?s board of directors, effective April 1, 2021. Dr. Owens w

April 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 31, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 18, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 16, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 18, 2021 EX-10.12

Offer Letter by and between the Registrant and Catherine Lee.

EX-10.12 3 mtcr-ex1012264.htm EX-10.12 Exhibit 10.12 July 27, 2020 Catherine Lee VIA email Cathy, I am delighted to make you an offer of employment for the position of Senior Vice President & General Counsel, at Metacrine Inc. (the Company), reporting to the Chief Executive Officer. Your employment is effective as of August 21, 2020, your start date. The terms of the offer are as follows: Duties a

March 18, 2021 EX-99.1

Metacrine Provides Business Update and Reports Fourth Quarter and Full Year 2020 Financial Results Interim Data from the Phase 2a Trial of MET642 in NASH Patients On-Track to be Reported in the Fourth Quarter of 2021 Topline Results from a Phase 2a T

EX-99.1 2 mtcr-ex9916.htm EX-99.1 Exhibit 99.1 Metacrine Provides Business Update and Reports Fourth Quarter and Full Year 2020 Financial Results Interim Data from the Phase 2a Trial of MET642 in NASH Patients On-Track to be Reported in the Fourth Quarter of 2021 Topline Results from a Phase 2a Trial of MET409 in Combination with Empagliflozin in Patients with NASH and Type 2 Diabetes Expected in

March 18, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39512 Metacrine, Inc.

March 18, 2021 EX-4.4

Description of Capital Stock of the Company (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-39512) filed with the SEC on March 18, 2021).

EX-4.4 2 mtcr-ex44396.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK General Our amended and restated certificate of incorporation states that our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. Common Stock Voting Our common stock is entitled to one vote for each share

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Metacrine, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Metacrine, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 12, 2021 EX-99.A

Agreement regarding filing of joint Schedule 13G.

EX-99.A Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and all amendments thereto jointly on behalf of

February 12, 2021 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Metacrin

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E 10 3 (CUSIP Number) December 31, 2020

February 12, 2021 8-K

Results of Operations and Financial Condition

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 10, 2021 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

February 2, 2021 SC 13G

FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

meta20in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 59101E103 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Metacrine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2020 (Date of Eve

February 2, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.    )* Metacrine, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securitie

SC 13G 1 arch-sch13g18463.htm ARCH VENTURE FUND VIII, L.P. - METACRINE, INC. - SCH 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.    )* Metacrine, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 59101E103 (CUSIP Number) December 31, 2020 (Date of Event Wh

November 12, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39512 Metacrine, Inc.

November 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 12, 2020 Metacrine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39512 47-2297384 (State or Other Jurisdiction of Incorporation) (Commission File

November 12, 2020 EX-99.1

Metacrine Reports Business Updates and Third Quarter 2020 Financial Results Upcoming Data at AASLD Support Robust, Sustained FXR Activation by MET409 in Patients with NASH $85 Million Initial Public Offering Completed

EX-99.1 2 mtcr-ex99122.htm EX-99.1 Exhibit 99.1 Metacrine Reports Business Updates and Third Quarter 2020 Financial Results Upcoming Data at AASLD Support Robust, Sustained FXR Activation by MET409 in Patients with NASH $85 Million Initial Public Offering Completed SAN DIEGO, Nov. 12, 2020 - Metacrine, Inc. (Nasdaq: MTCR), a clinical-stage biopharmaceutical company focused on discovering and devel

September 29, 2020 SC 13G

MTCR / Metacrine, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

September 28, 2020 SC 13D

MTCR / Metacrine, Inc. / New Enterprise Associates 16, L.P. - NEW ENTERPRISE ASSOCIATES 16, L.P. / METACRINE -- SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Metacrine, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 59101E103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Nam

September 23, 2020 S-8

Form S-8

S-8 As filed with the Securities and Exchange Commission on September 23, 2020 Registration No.

September 23, 2020 EX-99.3

Metacrine, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-248996), filed with the SEC on September 23, 2020).

Exhibit 99.3 METACRINE, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 4, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 7, 2020 IPO DATE: SEPTEMBER 15, 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The P

September 23, 2020 EX-99.2

Metacrine, Inc. 2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-248996), filed with the SEC on September 23, 2020).

EX-99.2 Exhibit 99.2 METACRINE, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 4, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 7, 2020 IPO DATE: SEPTEMBER 15, 2020 TABLE OF CONTENTS Page 1. General 1 2. Shares Subject to the Plan 1 3. Eligibility and Limitations 2 4. Options and Stock Appreciation Rights 3 5. Awards Other Than Options and Stock Appreciation Rights 7 6

September 18, 2020 EX-3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39512) filed with the SEC on September 18, 2020).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Preston Klassen hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Metacrine, Inc., a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State was September 17, 2014. THREE: The Fourth Ame

September 18, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - 8-K

8-K 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): September 18, 2020 Metacrine, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39512 47-2297384 (State or other jurisdiction of incorporation) (Commission

September 18, 2020 EX-3.2

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-39512) filed with SEC on September 18, 2020).

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF METACRINE, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the corporation’s Board of D

September 16, 2020 424B4

6,540,000 Shares Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-248292 PROSPECTUS 6,540,000 Shares Common Stock This is the initial public offering of Metacrine, Inc. We are offering 6,540,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $13.00. Our common stock has been approv

September 14, 2020 S-1/A

- S-1/A

S-1/A As filed with the Securities and Exchange Commission on September 14, 2020 Registration No.

September 14, 2020 CORRESP

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CORRESP Karen E. Deschaine VIA EDGAR +1 858 550 6088 [email protected] September 14, 2020 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn Re: Metacrine, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 9,

September 11, 2020 CORRESP

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CORRESP September 11, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4720 Washington, D.C. 20549-3628 Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn Re: Metacrine, Inc. (the “Company”) – Request for Acceleration Registration Statement on Form S-1 (File No. 333-248292) Ladies and Gentlemen: In accordan

September 11, 2020 8-A12B

Form 8-A

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Metacrine, Inc.

September 11, 2020 CORRESP

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CORRESP METACRINE, INC. 3985 Sorrento Valley Blvd., Suite C San Diego, CA 92121 September 11, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn Re: Metacrine, Inc. Registration Statement on Form S-1, as amended (File No. 333-248292) Request for

September 9, 2020 S-1/A

- S-1/A

S-1/A 1 d877486ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 9, 2020 Registration No. 333-248292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metacrine, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 47-229738

September 9, 2020 EX-4.1

Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on September 9, 2020).

Exhibit 4.1 DE L AWA RE SEAL METACRINE, INC. CORPORATE SEPTEMBER 17, 2014 T is the record holder of INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 59101E 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (BROOKLYN, NY) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE PRESIDENT FULLY PAID AND NONASSESSABL

September 9, 2020 EX-10.3

Metacrine, Inc. 2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder.

Exhibit 10.3 METACRINE, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 4, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 7, 2020 TABLE OF CONTENTS Page 1. General 1 2. Shares Subject to the Plan 1 3. Eligibility and Limitations 2 4. Options and Stock Appreciation Rights 3 5. Awards Other Than Options and Stock Appreciation Rights 7 6. Adjustments upon Changes in Common

September 9, 2020 EX-3.1

Fourth Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Ken Song hereby certifies that: ONE: The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 17, 2014. TWO: He is the duly elected and acting President and Chief Executive Officer of Metacrine, Inc., a Delaware co

September 9, 2020 EX-10.5

Metacrine, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on September 9, 2020).

EX-10.5 Exhibit 10.5 METACRINE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Metacrine, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Boa

September 9, 2020 EX-1.1

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 [ ● ] Shares Metacrine, Inc. UNDERWRITING AGREEMENT [ ● ], 2020 JEFFERIES LLC EVERCORE GROUP L.L.C. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o EVERCORE GROUP L.L.C. 2460 Sand Hill Road, Suite 200 Menlo Park, California 94025 and c/o RBC CAPITAL MARKETS, LLC 200 Vesey Street, 8th Floor

September 9, 2020 EX-10.4

Metacrine, Inc. 2020 Employee Stock Purchase Plan.

EX-10.4 Exhibit 10.4 METACRINE, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 4, 2020 APPROVED BY THE STOCKHOLDERS: SEPTEMBER 7, 2020 IPO DATE: SEPTEMBER [ ], 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Sto

August 31, 2020 CORRESP

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CORRESP Karen E. Deschaine +1 858 550 6088 [email protected] Via EDGAR *FOIA Confidential Treatment Request* Confidential Treatment Requested by Metacrine, Inc. In Connection with Registration Statement on Form S-1 (File No. 333-248292) August 31, 2020 Courtney Lindsay Celeste M. Murphy Tracie Mariner Kevin Vaughn Office of Healthcare & Insurance Division of Corporation Finance U.S. Securities

August 24, 2020 EX-4.2

Amended and Restated Investor Rights Agreement, dated August 26, 2019, by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

EX-4.2 Exhibit 4.2 METACRINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 26, 2019, by and among METACRINE, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto, referred to hereinafter as the “Investors” and each individually as an

August 24, 2020 EX-3.4

Form of Amended and Restated Bylaws to become effective upon the completion of this offering.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF METACRINE, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the corporation’s Board of D

August 24, 2020 EX-3.1

Fourth Amended and Restated Certificate of Incorporation, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Ken Song hereby certifies that: ONE: The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 17, 2014. TWO: He is the duly elected and acting President and Chief Executive Officer of Metacrine, Inc., a Delaware co

August 24, 2020 EX-10.6

Metacrine, Inc. Severance Benefit Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

Exhibit 10.6 METACRINE, INC. SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS ON AUGUST 6, 2020 Section 1. INTRODUCTION. The Metacrine, Inc. Severance Benefit Plan (the “Plan”) is hereby established effective upon the date of approval by the Board of Directors of Metacrine, Inc. (the “Company”) set forth above (the “Effective Date”). The purpose of the Plan is to provide for the payment o

August 24, 2020 EX-10.2

Metacrine, Inc. Amended and Restated 2015 Equity Incentive Plan and Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder, as amended.

EX-10.2 Exhibit 10.2 METACRINE, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 29, 2015 APPROVED BY THE STOCKHOLDERS: JANUARY 29, 2015 AMENDED BY THE BOARD OF DIRECTORS: MAY 12, 2015 APPROVED BY THE STOCKHOLDERS: MAY 12, 2015 AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: OCTOBER 3, 2016 AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 10, 2017 APPROVED

August 24, 2020 EX-4.3

Warrant to Purchase Preferred Stock, dated August 27, 2019, issued to K2 HealthVentures Equity Trust LLC (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM

August 24, 2020 CORRESP

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CORRESP Karen E. Deschaine +1 858 550 6088 [email protected] VIA EDGAR August 24, 2020 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn Re: Metacrine, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted July

August 24, 2020 EX-10.8

Employment Agreement by and between the Registrant and Preston Klassen.

EX-10.8 Exhibit 10.8 METACRINE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of May 29, 2020 (the “Effective Date”), by and between Preston S. Klassen, MD, MHS (“Executive”) and Metacrine, Inc. (the “Company”). WHEREAS, the Company and Executive desire to enter into this Agreement to define their mutual rights and d

August 24, 2020 EX-10.14

Loan and Security Agreement, dated August 27, 2019, by and between the Company and K2 HealthVentures LLC and any other lender from time to time party thereto, K2 HealthVentures LLC as administrative agent, and Ankura Trust Company, LLC as collateral agent, as amended (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on S-1, as amended File No. 333-248292), filed with the SEC on August 24, 2020).

EX-10.14 Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. CONFIDENTIAL EXECUTION VERSION LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agr

August 24, 2020 EX-10.13

Amended and Restated Exclusive FXR License Agreement, dated November 10, 2016, by and between the Company and The Salk Institute for Biological Studies, as amended (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, as amended File No. 333-248292), filed with the SEC on August 24, 2020).

Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENT This Amended and Restated Exclusive FXR License Agreement (the “Agreement”) is made and entered into as of November 10, 2016 (the “Eff

August 24, 2020 EX-10.7

Lease Agreement, dated June 16, 2017, by and between the Company and ARE-SD Region No. 30, LLC. (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

EX-10.7 Exhibit 10.7 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 16th day of June, 2017, between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (“Landlord”), and METACRINE, INC., a Delaware corporation (“Tenant”). Building: 3985 Sorrento Valley Boulevard, San Diego, California Premises: That portion of the Project, containing approximately 20,475 rentable squa

August 24, 2020 EX-10.9

Employment Agreement by and between the Registrant and Ken Song.

EX-10.9 Exhibit 10.9 Metacrine, Inc. September 7, 2016 BY EMAIL Re: Employment Agreement Dear Ken: On behalf of Metacrine, Inc. (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer. The terms of your employment are set forth below. 1. Position. You will report to the Company’s Board of Directors (the “Board”). This is a full-time employment

August 24, 2020 EX-3.3

Amended and Restated Bylaws, as currently in effect.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF METACRINE, INC. (A DELAWARE CORPORATION) AS RESTATED BY APPROVAL OF THE BOARD OF DIRECTORS ON: NOVEMBER 29, 2017 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and mai

August 24, 2020 EX-3.2

Form of Amended and Restated Certificate of Incorporation to become effective immediately prior to the completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Preston Klassen hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Metacrine, Inc., a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State was September 17, 2014. THREE: The Fourth Amended an

August 24, 2020 EX-10.1

Form of Indemnity Agreement by and between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

EX-10.1 Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between METACRINE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s Amended and Restated Bylaws (the “

August 24, 2020 EX-10.10

Separation and Consulting Agreement by and between the Registrant and Ken Song.

EX-10.10 Exhibit 10.10 June 8, 2020 Ken Song, M.D. 6192 Quail Run St San Diego, CA 92130 Re: Separation and Consulting Agreement Dear Ken: This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Metacrine, Inc. (the “Company”) is offering to you. 1. SEPARATION DATE. Your last day of work with the Company and your employment termination date is June 8,

August 24, 2020 EX-10.4

Metacrine, Inc. 2020 Employee Stock Purchase Plan.

EX-10.4 Exhibit 10.4 METACRINE, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 6 , 2020 APPROVED BY THE STOCKHOLDERS: [ ], 2020 IPO DATE: [ ], 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits

August 24, 2020 EX-10.5

Metacrine, Inc. Non-Employee Director Compensation Policy.

EX-10.5 Exhibit 10.5 METACRINE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Metacrine, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Boa

August 24, 2020 EX-10.11

Offer Letter by and between the Company and Patricia Millican (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

Exhibit 10.11 March 5, 2018 Trisha Millican VIA email Trisha, I am delighted to make you an offer of employment for the position of Chief Financial Officer (CFO) at Metacrine Inc. (the Company), reporting to Ken Song. The effective date of your employment will be based on a mutually acceptable date but no later than April 1, 2018. The terms of the offer are as follows: Duties and Extent of Service

August 24, 2020 S-1

Power of Attorney.

S-1 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2020 Registration No.

August 24, 2020 EX-10.3

Metacrine, Inc. 2020 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder.

EX-10.3 Exhibit 10.3 METACRINE, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 6, 2020 APPROVED BY THE STOCKHOLDERS: [ ], 2020 TABLE OF CONTENTS Page 1. General 1 2. Shares Subject to the Plan 1 3. Eligibility and Limitations 2 4. Options and Stock Appreciation Rights 3 5. Awards Other Than Options and Stock Appreciation Rights 7 6. Adjustments upon Changes in Common Sto

August 24, 2020 EX-10.12

Offer Letter by and between the Registrant and Hubert Chen.

EX-10.12 Exhibit 10.12 June 30, 2018 Hubert Chen, MD VIA email Hubert, I am delighted to make you an offer of employment for the position of Chief Medical Officer (CMO), at Metacrine Inc. (the Company), reporting to Ken Song. Your employment is effective as of August 13, 2018 or a mutually agreed upon date. The terms of the offer are as follows: Duties and Extent of Service As full-time CMO for th

July 31, 2020 DRSLTR

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DRSLTR Karen E. Deschaine +1 858 550 6088 [email protected] VIA EDGAR July 31, 2020 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay, Celeste M. Murphy, Tracie Mariner, and Kevin Vaughn Re: Metacrine, Inc. Draft Registration Statement on Form S-1 Submitted July 2, 2020 CIK No. 000163

July 31, 2020 EX-10.8

METACRINE, INC. EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.8 Exhibit 10.8 METACRINE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of May 29, 2020 (the “Effective Date”), by and between Preston S. Klassen, MD, MHS (“Executive”) and Metacrine, Inc. (the “Company”). WHEREAS, the Company and Executive desire to enter into this Agreement to define their mutual rights and d

July 31, 2020 DRS/A

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DRS/A Table of Contents As submitted confidentially to the Securities and Exchange Commission on July 31, 2020 Registration No.

July 31, 2020 EX-10.10

[Signature Page Follows]

EX-10.10 4 filename4.htm Exhibit 10.10 June 8, 2020 Ken Song, M.D. 6192 Quail Run St San Diego, CA 92130 Re: Separation and Consulting Agreement Dear Ken: This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Metacrine, Inc. (the “Company”) is offering to you. 1. SEPARATION DATE. Your last day of work with the Company and your employment termination

July 31, 2020 EX-10.12

METACRINE, INC. 12780 EL CAMINO REAL, SUITE 301 SAN DIEGO, CA 92130

EX-10.12 6 filename6.htm Exhibit 10.12 June 30, 2018 Hubert Chen, MD VIA email Hubert, I am delighted to make you an offer of employment for the position of Chief Medical Officer (CMO), at Metacrine Inc. (the Company), reporting to Ken Song. Your employment is effective as of August 13, 2018 or a mutually agreed upon date. The terms of the offer are as follows: Duties and Extent of Service As full

July 31, 2020 EX-10.11

METACRINE, INC. 12780 EL CAMINO REAL, SUITE 301 SAN DIEGO, CA 92130

EX-10.11 Exhibit 10.11 March 5, 2018 Trisha Millican VIA email Trisha, I am delighted to make you an offer of employment for the position of Chief Financial Officer (CFO) at Metacrine Inc. (the Company), reporting to Ken Song. The effective date of your employment will be based on a mutually acceptable date but no later than April 1, 2018. The terms of the offer are as follows: Duties and Extent o

July 31, 2020 EX-10.9

Metacrine, Inc.

EX-10.9 Exhibit 10.9 Metacrine, Inc. September 7, 2016 BY EMAIL Re: Employment Agreement Dear Ken: On behalf of Metacrine, Inc. (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer. The terms of your employment are set forth below. 1. Position. You will report to the Company’s Board of Directors (the “Board”). This is a full-time employment

July 2, 2020 EX-4.3

WARRANT TO PURCHASE PREFERRED STOCK Company: METACRINE, INC., a Delaware corporation. Class of Stock: Series C Convertible Preferred Stock, $0.0001 par value per share. Number of Shares: An amount equal to (i) 2.5% of the aggregate original principal

EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COM

July 2, 2020 DRS/A

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DRS/A Table of Contents As submitted confidentially to the Securities and Exchange Commission on July 2, 2020 Registration No.

July 2, 2020 EX-10.16

LOAN AND SECURITY AGREEMENT

EX-10.16 5 filename5.htm Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. CONFIDENTIAL EXECUTION VERSION LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to

July 2, 2020 EX-4.2

METACRINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 METACRINE, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 26, 2019, by and among METACRINE, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto, referred to hereinafter as the “Investors” and each individually as an

July 2, 2020 EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION METACRINE, INC.

EX-3.1 2 filename2.htm Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Ken Song hereby certifies that: ONE: The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 17, 2014. TWO: He is the duly elected and acting President and Chief Executive Officer of Metacrine, Inc

August 27, 2018 DRS/A

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AMENDMENT NO.1 TO DRS Table of Contents As submitted confidentially to the Securities and Exchange Commission on August 24, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Metacrine, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 47-22973

August 27, 2018 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Ken Song hereby certifies that: ONE: He is the duly elected and acting Chief Executive Officer of Metacrine, Inc., a Delaware corporation. TWO: The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State was September 17, 2014. THREE: The Fourth Amended an

August 27, 2018 EX-10.12

SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENT

EX-10.12 Exhibit 10.12 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(c) and Rule 24b-2 SECOND AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENT This Second Amendment to Amended and Restated Exclusive FXR License Agreement (this “Amendment”) is made and effective July 25, 2018 (the “

August 27, 2018 EX-10.10

AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENT

EX-10.10 Exhibit 10.10 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(c) and Rule 24b-2 AMENDED AND RESTATED EXCLUSIVE FXR LICENSE AGREEMENT This Amended and Restated Exclusive FXR License Agreement (the “Agreement”) is made and entered into as of November 10, 2016 (the “Effective Date”) by and betw

August 27, 2018 EX-3.4

AMENDED AND RESTATED METACRINE, INC. ARTICLE I

EX-3.4 3 filename3.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF METACRINE, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by t

August 27, 2018 EX-10.6

METACRINE, INC. SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS ON AUGUST 9, 2018

EX-10.6 Exhibit 10.6 METACRINE, INC. SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS ON AUGUST 9, 2018 Section 1. INTRODUCTION. The Metacrine, Inc. Severance Benefit Plan (the “Plan”) is hereby established effective upon the date of approval by the Board of Directors of Metacrine, Inc. (the “Company”) set forth above (the “Effective Date”). The purpose of the Plan is to provide for the p

August 27, 2018 EX-10.11

FIRST AMENDMENT TO LICENSE AGREEMENT ID 2017-0184

EX-10.11 Exhibit 10.11 FIRST AMENDMENT TO LICENSE AGREEMENT ID 2017-0184 This First Amendment to License Agreement ID 2017-0184 between the parties dated November 10, 2016 (this “First Amendment”) is effective Feb 4, 2017 (the “First Amendment Date”), by and between The Salk Institute for Biological Studies, San Diego, California, a nonprofit public benefit corporation organized and existing under

August 27, 2018 EX-10.1

INDEMNITY AGREEMENT

EX-10.1 4 filename4.htm Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between METACRINE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s Amended and Restat

August 24, 2018 DRSLTR

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DRSLTR Karen E. Anderson VIA EDGAR +1 858 550 6088 [email protected] August 24, 2018 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Re: Metacrine, Inc. Draft Registration Statement on Form S-1 Submitted July 12, 2018 CIK No. 0001634379 Dear Ms. Murphy: Enclosed on behalf of our cli

July 12, 2018 DRS

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DRS Table of Contents As submitted confidentially to the Securities and Exchange Commission on July 12, 2018 Registration No.

July 12, 2018 EX-10.6

LEASE AGREEMENT

EX-10.6 Exhibit 10.6 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 16th day of June, 2017, between ARE-SD REGION NO. 30, LLC, a Delaware limited liability company (“Landlord”), and METACRINE, INC., a Delaware corporation (“Tenant”). Building: 3985 Sorrento Valley Boulevard, San Diego, California Premises: That portion of the Project, containing approximately 20,475 rentable squa

July 12, 2018 EX-3.3

AMENDED AND RESTATED BYLAWS METACRINE, INC. (A DELAWARE CORPORATION) AS RESTATED BY APPROVAL OF THE BOARD OF DIRECTORS ON: NOVEMBER 29, 2017 ARTICLE I

EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF METACRINE, INC. (A DELAWARE CORPORATION) AS RESTATED BY APPROVAL OF THE BOARD OF DIRECTORS ON: NOVEMBER 29, 2017 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall a

July 12, 2018 EX-4.2

METACRINE, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 METACRINE, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 5, 2018, by and among METACRINE, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto, referred to hereinafter as the “Investors” and each individually as an “Inv

July 12, 2018 EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION METACRINE, INC.

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METACRINE, INC. Ken Song hereby certifies that: ONE: The date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was September 17, 2014. TWO: He is the duly elected and acting President and Chief Executive Officer of Metacrine, Inc., a Delaware co

July 12, 2018 EX-10.2

METACRINE, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 29, 2015 APPROVED BY THE STOCKHOLDERS: JANUARY 29, 2015 AMENDED BY THE BOARD OF DIRECTORS: MAY 12, 2015 APPROVED BY THE STOCKHOLDERS: MAY 12, 2

EX-10.2 Exhibit 10.2 METACRINE, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 29, 2015 APPROVED BY THE STOCKHOLDERS: JANUARY 29, 2015 AMENDED BY THE BOARD OF DIRECTORS: MAY 12, 2015 APPROVED BY THE STOCKHOLDERS: MAY 12, 2015 AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: OCTOBER 3, 2016 AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 10, 2017 APPROVED

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