SECURITIESFORM AND EXCHANGE COMMISSION8-K

☐Item Pre-commencement2.02 communicationsResults pursuantof toOperations Ruleand 13e-4(c)Financial under the Exchange Act (17 CFR 240Condition.13e-4(c))

IndicateItem by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§2309.40501 ofFinancial thisStatements chapter)and or Rule 12b-2 of the Securities Exchange Act of 1934 (§240Exhibits.12b-2 of this chapter).

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 26, 2026

~~Pursuant~~Kailera toTherapeutics, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of report (Date of earliest event reported): April 20, 2026


Delaware	001-43233	99-3088927
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

180 Third Avenue, 4th Floor
Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

~~KAILERA~~Registrant’s ~~THERAPEUTICS~~Telephone Number, ~~INC.~~Including Area Code: 781 317-0290

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter~~Last Report)

Delaware		001-43233		99-3088927
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

180 Third Avenue, 4th Floor Waltham, MA		02451
(Address of principal executive offices)		(Zip Code)

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

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~781)~~17 ~~317~~CFR 240.14a-~~0290~~12)

☐Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~include~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b))

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

~~(Former~~Securities ~~Name~~registered orpursuant ~~Former~~to ~~Address,~~Section if12(b) ~~Changed~~of ~~Since~~the ~~Last Report)~~Act:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	KLRA	Nasdaq Global Select Market

☐Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☒

☐If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☐

~~Securities~~On ~~registered~~May ~~pursuant~~26, to2026, ~~Section 12~~Kailera Therapeutics, Inc. (bthe "Company") issued a press release reporting its financial results for the quarter ended March 31, 2026. A copy of the ~~Act:~~Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Title of each class		TradingSymbols		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		KLRA		The Nasdaq Global Select Market

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

KAILERA THERAPEUTICS, INC.

Date: April 20, 2026

/s/ Ronald C. Renaud, Jr.

Ronald C. Renaud, Jr.

President and Chief Executive Officer

~~Emerging~~(d) ~~growth company ☒~~Exhibits

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


Exhibit Number		Description
99.1		Earnings Press Release dated May 26, 2026.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~SIGNATURES

OnPursuant ~~April 20,~~to ~~2026, Kailera Therapeutics, Inc. (~~the ~~“Company”)~~requirements ~~filed an amended and restated certificate~~ of ~~incorporation (~~the ~~“Restated~~Securities ~~Certificate”)~~Exchange ~~with~~Act ~~the Secretary~~ of ~~State~~1934, of the ~~State~~registrant ofhas ~~Delaware~~duly incaused ~~connection~~this ~~with~~report ~~the~~to ~~closing~~be ofsigned ~~the~~on ~~initial public offering (the “IPO”) of shares of~~ its ~~common~~behalf ~~stock.~~by ~~The Company’s board of directors and stockholders previously approved~~ the ~~filing~~undersigned ofhereunto ~~the~~duly ~~Restated Certificate to be effective immediately after the closing of the IPO~~authorized.

The Restated Certificate amended and restated the Company’s prior amended and restated certificate of incorporation, as amended, in its entirety, to, among other things: (i) fix the authorized number of shares of common stock at 800,000,000 shares; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series; (iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only upon the affirmative vote of the holders of at least two-thirds of the Company’s capital stock entitled to vote thereon; (vi) require the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting in the manner provided in the Company’s bylaws then in effect; (vii) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting; (viii) designate the Court of Chancery of the State of Delaware to be the sole and exclusive forum for certain actions, including, but not limited to, derivative actions, suits or proceedings brought on behalf of the Company or actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders, provided that the exclusive forum provision will not apply to actions brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction; and (ix) designate the federal district courts of the United States of America to be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.


			Kailera Therapeutics, Inc.

Date:	May 26, 2026	By:	/s/ Douglas Pagán
			Douglas Pagán Chief Financial Officer

The foregoing description of the amendments made by the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On April 20, 2026, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors, became effective. The Amended and Restated Bylaws amended and restated the Company’s prior bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Restated Certificate.

The foregoing description of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 20, 2026, the Company completed its IPO of 44,921,875 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase 5,859,375 additional shares, at a public offering price of $16.00 per share. The gross proceeds to the Company from the IPO were $718.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
3.1		Restated Certificate of Incorporation of Kailera Therapeutics, Inc.
3.2		Amended and Restated Bylaws of Kailera Therapeutics, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Filing Compare · Kailera Therapeutics, Inc.