Hemab Therapeutics completes $346.7M IPO

Hemab Therapeutics Holdings, Inc. completed its initial public offering of 19,262,500 shares of common stock, including the full underwriter overallotment, at $18.00 per share, generating $346.7 million in gross proceeds before fees.

Rhea-AI Filing Summary

Hemab Therapeutics Holdings, Inc. completed its initial public offering of 19,262,500 shares of common stock, including the full underwriter overallotment, at $18.00 per share, generating $346.7 million in gross proceeds before fees.

In connection with the IPO, the company filed a Restated Certificate of Incorporation increasing authorized common stock to 400,000,000 shares, authorizing 5,000,000 shares of undesignated preferred stock, and establishing a classified board with directors removable only for cause by a 75% supermajority vote. The company also adopted amended and restated bylaws that remove stockholder action by written consent, restrict stockholder ability to call special meetings, and add detailed procedures for stockholder proposals and director nominations, along with Delaware and federal exclusive forum provisions.

Positive

• Completed IPO with substantial proceeds: The company sold 19,262,500 common shares at $18.00 per share, generating $346.7 million in gross proceeds, materially strengthening its capital base for operations and potential growth initiatives.

Negative

• None.

Insights

Equity capital markets analyst

Hemab’s IPO raises substantial capital and adds protective governance.

Hemab Therapeutics completed an IPO of $346.7 million in gross proceeds through the sale of 19,262,500 common shares at $18.00 each. This significantly enhances the company’s cash resources for operations and growth without referenced debt, a notable capital-raising milestone.

The Restated Certificate lifts authorized common stock to 400,000,000 shares and adds 5,000,000 undesignated preferred shares, giving the board flexibility for future financings. A classified board, supermajority removal threshold, and limits on written consents and special meetings tilt control toward the board, which can stabilize governance but may reduce stockholder influence.

Exclusive forum clauses steering internal corporate claims to Delaware courts and federal securities claims to U.S. district courts may streamline litigation. Future disclosures in company filings may clarify how additional equity capacity is used relative to post-IPO strategy and capital needs.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

IPO shares sold: 19,262,500 shares IPO price: $18.00 per share IPO gross proceeds: $346.7 million +3 more

6 metrics

IPO shares sold 19,262,500 shares Common stock sold in IPO including overallotment

IPO price $18.00 per share Public offering price of common stock

IPO gross proceeds $346.7 million Gross proceeds before underwriting discounts and expenses

Authorized common stock 400,000,000 shares Authorized common stock under Restated Certificate

Authorized preferred stock 5,000,000 shares Undesignated preferred stock authorized for issuance in series

Director removal threshold 75% voting power Supermajority required to remove directors for cause

Key Terms

Restated Certificate of Incorporation, classified board of directors, emerging growth company, exclusive forum, +1 more

5 terms

Restated Certificate of Incorporation regulatory

"filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

classified board of directors financial

"establish a classified board of directors, divided into three classes, each"

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

exclusive forum regulatory

"shall, to the fullest extent permitted by law, be the sole and exclusive forum for any action asserting"

initial public offering financial

"in connection with the closing of the Company’s initial public offering of common stock (the “IPO”)."

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 did Hemab Therapeutics (COAG) announce regarding its IPO?

Hemab Therapeutics completed its initial public offering of 19,262,500 common shares at $18.00 per share. This includes the underwriters’ full overallotment option and generated $346.7 million in gross proceeds before underwriting discounts and offering expenses.

How much capital did Hemab Therapeutics (COAG) raise in its IPO?

The IPO generated gross proceeds of $346.7 million for Hemab Therapeutics. This came from selling 19,262,500 common shares at $18.00 per share, before underwriting discounts, commissions, and other offering expenses payable by the company.

How did Hemab Therapeutics (COAG) change its capital structure in connection with the IPO?

Hemab increased authorized common stock to 400,000,000 shares and authorized 5,000,000 undesignated preferred shares. These changes, implemented through a Restated Certificate of Incorporation, provide flexibility for future equity issuances approved by the board of directors.

What governance changes did Hemab Therapeutics (COAG) adopt with its Restated Certificate?

Hemab established a classified board divided into three classes with staggered three-year terms. Directors can be removed only for cause by at least 75% of voting power, and board vacancies may be filled solely by a majority of directors then in office.

How were Hemab Therapeutics’ (COAG) stockholder rights affected by the new charter and bylaws?

Stockholders can no longer act by written consent or call special meetings under the Restated Certificate and Amended and Restated Bylaws. The bylaws also add formal procedures for stockholder proposals and director nominations at stockholder meetings.

What exclusive forum provisions did Hemab Therapeutics (COAG) adopt?

Internal corporate claims are designated to the Delaware Court of Chancery, or a federal Delaware court if necessary. Other stockholder claims related to the company, including those under the Securities Act and Exchange Act, are directed to U.S. federal district courts, unless the company consents otherwise.

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

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Accepted by SEC EDGAR 05/04/2026 - 04:09 PM Learn about SEC filing dates

--12-31 false 0002114044 0002114044 2026-05-04 2026-05-04

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): May 4, 2026

Hemab Therapeutics Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-43250		41-4241952
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
101 Main Street, Suite 1220 Cambridge, Massachusetts				02142
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (617) 553-3952

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 (see General Instruction A.2. below):

☐ 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		COAG		Nasdaq Global Select 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; Change in Fiscal Year.

On May 4, 2026, Hemab Therapeutics Holdings, Inc. (the “Company”) filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of common stock (the “IPO”). The Company’s board of directors and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the closing of the IPO.

The Restated Certificate amends and restates the Company’s amended and restated certificate of incorporation, as amended in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 400,000,000 shares; (ii) eliminate all references to the previously existing series of preferred stock; (iii) authorize 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series; (iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors; (vi) provide that any vacancy on the Company’s board of directors, however occurring, may be filled only by vote of a majority of directors then in office; (vii) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting of stockholders and to call special meetings of stockholders; (viii) provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any action asserting an internal corporate claim as defined in Section 115 of the General Corporation Law of the State of Delaware, provided, however, that such choice of forum provision shall not apply to claims arising under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction; and (ix) provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for any claims not covered in clause (viii) that are brought by stockholders, when acting in their capacity as stockholders or in the right of the Company, and that relate to the business of the Company, the conduct of its affairs, or the rights or powers of the Company or its stockholders, directors or officers, including without limitation claims arising under the Securities Act, the Exchange Act and any other applicable claims for which the federal courts have exclusive jurisdiction.

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

On May 4, 2026, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which were previously approved by the Company’s board of directors and stockholders, became effective upon the closing of the IPO. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the provisions of the Restated Certificate.

The foregoing description of the amendments made by the Amended and Restated Bylaws is qualified in its entirety 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 8.01. Other Events.

On May 4, 2026, the Company completed its IPO of 19,262,500 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase 2,512,500 additional shares of common stock, at a public offering price of $18.00 per share. The gross proceeds to the Company from the IPO were $346.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of Hemab Therapeutics Holdings, Inc.
3.2		Amended and Restated Bylaws of Hemab Therapeutics Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

				HEMAB THERAPEUTICS HOLDINGS, INC.
Date: May 4, 2026				By:		/s/ Benny Sørensen, M.D., Ph.D.
				Name:		Benny Sørensen, M.D., Ph.D.
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 49.2 KB
• EX-3.2 EX-3.2 134.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.8 KB