OmniAb updates bylaws for SEC universal proxy rules

OmniAb, Inc. reports that its Board of Directors approved and adopted amended and restated bylaws effective January 30, 2026.

Accepted by SEC EDGAR 01/30/2026 - 04:04 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

OmniAb, Inc. reports that its Board of Directors approved and adopted amended and restated bylaws effective January 30, 2026. The updated bylaws address the SEC’s universal proxy rules by clarifying that no one may solicit proxies for director nominees other than the Board’s nominees unless they comply with Rule 14a-19, including its notice and solicitation requirements.

The bylaws also modernize and enhance procedures for stockholder director nominations and other business at stockholder meetings, requiring additional background information and disclosures about proposing stockholders, proposed nominees, related persons, and their ownership of OmniAb securities. The filing notes further technical, modernizing and clarifying changes, with full text provided in attached exhibits.

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.

FAQ

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

What bylaw changes did OmniAb (OABI) approve on January 30, 2026?

OmniAb’s Board approved amended and restated bylaws effective January 30, 2026, updating procedures for director nominations and stockholder proposals, incorporating SEC universal proxy rules, and adding technical, modernizing and clarifying changes as detailed in the attached clean and marked bylaw exhibits.

How do OmniAb’s amended bylaws address SEC universal proxy rules?

The bylaws clarify that no person may solicit proxies supporting a director nominee other than the Board’s nominees unless they have complied with Rule 14a-19, including applicable notice and solicitation requirements, aligning OmniAb’s governance procedures with the SEC’s universal proxy framework.

What new disclosure requirements do OmniAb’s bylaw amendments impose on stockholders?

The amendments modernize procedural mechanics by requiring additional background information and disclosures on proposing stockholders, proposed director nominees, proposed business, and other persons involved in a proxy solicitation, including information about their ownership of OmniAb securities when making nominations or other proposals.

Do OmniAb’s bylaw changes affect how stockholders nominate directors?

Yes. The revised bylaws enhance procedural mechanics and disclosure requirements for stockholder director nominations, requiring more detailed information about nominees and nominating stockholders, and clarifying that proxy solicitations for alternative nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934.

Where can investors find the full text of OmniAb’s amended and restated bylaws?

The complete amended and restated bylaws are included as Exhibit 3.1, a clean version effective January 30, 2026, and Exhibit 3.2, a marked version showing changes. Both exhibits are incorporated by reference in the current report.

What topics beyond proxy rules are covered in OmniAb’s bylaw updates?

In addition to universal proxy compliance, the bylaws include modernizing and clarifying revisions to procedural mechanics for stockholder meetings, nomination and proposal processes, and various technical changes intended to enhance disclosure and governance detail, as reflected in the attached bylaw exhibits.

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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): January 30, 2026

OMNIAB, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-40720	98-1584818
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


5980 Horton Street, Suite 600
Emeryville
CA			94608
(Address of principal executive offices)			(Zip Code)

(510) 250-7800

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, par value $0.0001 per share	OABI	The Nasdaq Global Market
Warrants to purchase common stock	OABIW	The Nasdaq Capital 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. o

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

On January 30, 2026, the Board of Directors (the “Board”) of OmniAb, Inc. (the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

•address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; and

•modernize and enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies, such as information about the ownership of securities of the Company.

The Amended and Restated Bylaws also include certain technical, modernizing and clarifying changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.1 (clean version) and Exhibit 3.2 (marked version), which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.			Description
3.1			Amended and Restated Bylaws, effective as of January 30, 2026 (clean version)
3.2			Amended and Restated Bylaws (marked version)
104			Cover Page Interactive Data File (embedded within 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.


	OMNIAB, INC.

Date: January 30, 2026	By:	/s/ Charles S. Berkman
	Name: Charles S. Berkman
	Title: Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR