Braveheart Bio updates charter and bylaws post-IPO

Braveheart Bio, Inc. updated its governing documents in connection with completing its initial public offering.

Accepted by SEC EDGAR 08/07/2026 - 04:14 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Braveheart Bio, Inc. updated its governing documents in connection with completing its initial public offering. The company filed a Second Amended and Restated Certificate of Incorporation effective immediately prior to the IPO, authorizing 500,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The new charter removes references to prior preferred series and eliminates stockholder ability to act by written consent or to call special meetings, shifting those powers to formal meeting processes.

The company’s Second Amended and Restated Bylaws, effective upon the Form S-1 registration statement’s effectiveness, establish procedures for stockholder actions at meetings, introduce an advance notice process for stockholder proposals and director nominations, and align bylaw provisions with the updated charter.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common stock: 500,000,000 shares Authorized preferred stock: 10,000,000 shares Effective date of charter filing: August 7, 2026 +1 more

4 metrics

Authorized common stock 500,000,000 shares Common stock authorized under Second Amended and Restated Certificate of Incorporation

Authorized preferred stock 10,000,000 shares Undesignated preferred stock authorized under updated charter

Effective date of charter filing August 7, 2026 Charter filed with Delaware Secretary of State in connection with IPO

Registration Statement file number 333-297456 Form S-1 Registration Statement referenced for IPO and bylaw effectiveness

Key Terms

Second Amended and Restated Certificate of Incorporation, undesigned preferred stock, advance notice procedure, written consent in lieu of a meeting, +1 more

5 terms

Second Amended and Restated Certificate of Incorporation regulatory

"The Company filed its second amended and restated certificate of incorporation"

undesigned preferred stock financial

"authorize 10,000,000 shares of undesignated preferred stock that may be issued"

advance notice procedure regulatory

"establish an advance notice procedure for stockholder proposals to be brought"

written consent in lieu of a meeting regulatory

"eliminate the ability of the Company’s stockholders to take action by written consent"

A written consent in lieu of a meeting is a signed document by a company’s board members or shareholders that approves a specific corporate action without convening a formal meeting. Like signing a group text instead of gathering in person, it speeds decisions and lowers costs, but it also concentrates voting power and limits public debate, so investors watch it for how quickly actions occur and how transparently votes are recorded.

initial public offering financial

"in connection with the completion of the initial public offering of the Company’s"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate changes did Braveheart Bio (BRVE) make to its charter?

Braveheart Bio adopted a Second Amended and Restated Certificate of Incorporation authorizing 500,000,000 common and 10,000,000 preferred shares, eliminating prior preferred series and removing stockholder written consent and special meeting rights.

How many shares is Braveheart Bio (BRVE) now authorized to issue?

Braveheart Bio is authorized to issue 500,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock under its Second Amended and Restated Certificate of Incorporation filed in connection with its IPO.

What stockholder rights did Braveheart Bio (BRVE) change regarding meetings and consents?

The new charter eliminates stockholder action by written consent and the ability to call special meetings. Stockholders must act through formal meetings following procedures set out in the amended bylaws and Delaware corporate law.

What do Braveheart Bio’s (BRVE) new bylaws say about stockholder proposals and nominations?

The Second Amended and Restated Bylaws introduce an advance notice procedure for stockholder proposals and director nominations at annual meetings, specifying how and when stockholders must submit items for consideration.

When did Braveheart Bio’s (BRVE) amended charter and bylaws become effective?

The amended charter became effective immediately prior to completion of the IPO on August 7, 2026. The amended bylaws became effective upon the effectiveness of the company’s Form S-1 registration statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

Braveheart Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43432

99-2981994

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Braveheart Bio, Inc.

One Letterman Drive, Building A, Suite A4-300

San Francisco, CA 94129

(Address of principal executive offices, including zip code)

415-707-6312

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐			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 (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

BRVE

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-297456) (the “Registration Statement”), of Braveheart Bio, Inc. (the “Company”), and in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”), the Company filed its second amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on August 7, 2026. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (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 Board in one or more series; and (iv) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders.

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

In addition, as previously disclosed in the Registration Statement, the second amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of the effectiveness of the Registration Statement. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures for the Company’s stockholders to take formal actions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, including proposed nominations of persons for election to the Board; and (iii) conform to the amended provisions of the Amended and Restated Certificate.

The foregoing description of 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1						Second Amended and Restated Certificate of Incorporation of Braveheart Bio, Inc.
3.2						Second Amended and Restated Bylaws of Braveheart Bio, Inc.

SIGNATURE

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

						Braveheart Bio, Inc.
Date: August 7, 2026			By:			/s/ Travis Murdoch
						Travis Murdoch, M.D.
						President and Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 37.1 KB
• EX-3.2 EX-3.2 152.2 KB