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

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. The Rights will be distributed to holders of record on August 17, 2026 and initially will be attached to the company’s common shares. The Rights are not exercisable until a triggering event (the “Distribution Date”) and will expire on the Close of Business on August 4, 2027. The company will file a Certificate of Designations for the new Series B Preferred Stock (one one‑thousandth of a share per Right).

Key Details

• Exercise price: $105.00 per one one‑thousandth of a Series B Preferred Share (subject to adjustment).
• Trigger: Rights separate and begin trading if any person or group becomes a Beneficial Owner of 15% or more of common shares, or if a qualifying tender/exchange offer would result in 15% ownership.
• Redemption: The Board may redeem all Rights (but not in part) prior to an Acquiring Person’s becoming such, at $0.001 per Right.
• Post‑trigger remedies: after a trigger the Board can exchange Rights for one common share per Right (subject to adjustment), and Rights held by the Acquiring Person become void; flip‑in and flip‑over protections apply to preserve value for existing shareholders.

Why It Matters

• This filing implements a shareholder rights plan (often called a “poison pill”) designed to deter or limit hostile takeovers by making a large acquisition more costly or dilutive if an investor crosses the ~15% ownership threshold.
• For investors, the Rights are protective measures controlled by the Board: they are dormant unless a trigger occurs, are non‑voting until exercised, and can be redeemed or amended by the Board under specified conditions. If triggered, holders could see dilution or an exchange of Rights into common shares; if not triggered, the Rights will simply expire in August 2027 unless earlier redeemed.
• The filing does not report financial results or executive changes—its material impact is on potential corporate-control scenarios and future shareholder dilution risk.