Seaport Therapeutics, Inc. 8-K

What Happened
Seaport Therapeutics, Inc. announced that it filed an amended and restated certificate of incorporation with the Delaware Secretary of State and that its amended and restated bylaws became effective in connection with the consummation of its initial public offering (IPO). The board and stockholders had previously approved these changes to be effective immediately prior to the IPO. The Restated Certificate and Amended and Restated Bylaws were filed as Exhibits 3.1 and 3.2 to the 8‑K dated May 4, 2026.

Key Details

• The Restated Certificate authorizes 700,000,000 total shares of common stock: 500,000,000 voting common shares and 200,000,000 non‑voting common shares.
• The Restated Certificate removes references to the company’s previously‑existing series of preferred stock and separately authorizes 10,000,000 shares of undesignated preferred stock, which the Board may issue in one or more series.
• The Amended and Restated Bylaws establish procedures for stockholder meetings, an advance notice process for stockholder proposals and director nominations, and nomination procedures; they also conform to the amended Restated Certificate.
• These governance documents were approved by the Board and stockholders to be effective immediately upon the effective date of the company’s IPO registration statement.

Why It Matters
These filings define Seaport’s post-IPO capital and governance structure. The dual-class common share setup (voting vs. non‑voting) affects how control and voting power are allocated among holders, and the large number of authorized shares and the ability to issue preferred stock give the Board flexibility for future financings or corporate actions—both of which can affect dilution and investor voting influence. The new bylaws formalize how shareholders can bring proposals and nominate directors, which matters for shareholder engagement and corporate governance. Investors should review the full Restated Certificate and Bylaws (Exhibits 3.1 and 3.2) and the company’s IPO registration materials for more detail.