Onterris, Inc. Adopts Shareholder Rights Plan (Issues Rights)

What Happened

• On August 5, 2026, Onterris, Inc. announced and entered into a Rights Agreement with Computershare Trust Company, N.A. and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding common share, payable to holders of record on August 17, 2026. The Rights are part of a shareholder rights plan (often called a “poison pill”) designed to deter certain acquisitions.
• The Rights will remain attached to common shares initially and will separate and trade or be evidenced by Right Certificates upon a “Distribution Date,” which generally occurs if a person or group becomes a beneficial owner of 15% or more of the common shares or certain tender/exchange offers occur. The Rights expire at the close of business on August 4, 2027.

Key Details

• One Right will be distributed for each common share held of record on August 17, 2026.
• Each Right entitles the holder to purchase one one‑thousandth (0.001) of a Series B Preferred Share at $105.00 per 0.001 Preferred Share (the Preferred is designated to have similar dividends/liquidation rights as one common share).
• Rights become exercisable only upon the Distribution Date; they will expire August 4, 2027.
• The Board may redeem the Rights in full (but not in part) before any person becomes an “Acquiring Person” for $0.001 per Right, may exempt persons or transactions, and may exchange Rights for common shares (typically one common share per Right) after an acquiring event.
• The company will file a Certificate of Designations for the Series B Preferred Stock to implement the plan and issued a press release on August 5, 2026.

Why It Matters

• This filing establishes a formal shareholder rights plan to discourage an unsolicited or hostile acquisition by making a large acquisition more costly and complicated unless approved by the Board. The plan can protect existing shareholders by giving the Board time to consider takeover proposals.
• For investors, the plan may limit the ability of any third party to accumulate a >15% stake without Board approval and could affect takeover-related trading dynamics for roughly the next year (through the Rights’ August 4, 2027 expiration). The Rights also create potential dilution or issuance mechanics if triggered, though redemption and exchange provisions give the Board flexibility to manage outcomes.