Mobia Medical, Inc. 8-K

What Happened
Mobia Medical, Inc. announced that on May 11, 2026 it filed an amended and restated certificate of incorporation with the Delaware Secretary of State and put into effect amended and restated bylaws in connection with the closing of its initial public offering (IPO). The Restated Certificate replaces the company's prior certificate in full and the Amended and Restated Bylaws replace the prior bylaws to reflect the corporate changes made for the public company structure.

Key Details

• Restated Certificate fixes authorized common stock at 950,000,000 shares.
• Authorizes 50,000,000 shares of undesignated preferred stock (to be issued in one or more series at the board's discretion).
• Eliminates references to the company’s prior series of preferred stock and removes stockholder written-consent rights (stockholders can no longer act by written consent in lieu of a meeting).
• Establishes a classified board of directors in three classes with staggered three-year terms; directors may be removed only for cause and only upon an affirmative vote of at least two-thirds of voting capital stock.
• Adds forum-selection provisions: designates the Delaware Court of Chancery as the exclusive forum for certain internal corporate claims (with limited exceptions) and designates federal district courts as the exclusive forum for claims under the Securities Act.

Why It Matters
These changes reflect the corporate governance and capital-structure setup Mobia adopted as it became a public company. Fixing a large number of authorized common shares and creating undesignated preferred stock gives the board flexibility for future financings or issuances (authorization does not equal issuance). The classified board, the removal-for-cause standard, and elimination of written consent change how and how quickly shareholders can propose or enact board-level changes. The forum-selection clauses set where certain disputes must be litigated. Investors should note these are structural governance and charter changes enacted at the IPO closing; they do not themselves issue new shares or disclose operating or financial results.