Apnimed, Inc. Files Restated Certificate and Bylaws in Connection with IPO

What Happened

• Apnimed, Inc. filed its Ninth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on August 3, 2026, effective immediately prior to the consummation of the company’s initial public offering (IPO). The Board and stockholders had previously approved the Restated Certificate.
• At the same time, the company’s Second Amended and Restated Bylaws became effective; they amend the bylaws in their entirety to set procedures for stockholder meetings, advance notice for stockholder proposals and director nominations, and to conform to the Restated Certificate.

Key Details

• Filing date: August 3, 2026 (effective immediately prior to IPO closing).
• Common stock authorized: 500,000,000 shares.
• Preferred stock: eliminates references to previously existing series of preferred stock and authorizes 10,000,000 shares of undesignated preferred stock that the Board may issue in one or more series.
• Bylaws: establish formal procedures for stockholder actions at meetings, advance notice for proposals and nominations, and director nomination procedures.

Why It Matters

• These amendments put Apnimed’s capital structure and corporate governance rules in place immediately before the IPO. The authorized share counts define the company’s legal ability to issue common and preferred stock, and the new bylaws set how shareholders can bring proposals and nominate directors. Retail investors should note these structural changes when evaluating potential share dilution and shareholder rights as described in the company’s offering documents.