Every 8-K that Onterris, Inc. (ONT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ONT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ONT filings page.
Onterris, Inc. adopted a Rights Agreement under which stockholders of record on August 17, 2026 receive one preferred share purchase right for each common share held. Each right allows the purchase of one one-thousandth of a Series B Preferred Share at $105.00, subject to adjustment.
The rights become separable and exercisable if any person or group acquires 15% or more of outstanding common shares, subject to exemptions and “Grandfathered Stockholder” treatment. The rights expire at the close of business on August 4, 2027, may be redeemed by the board for $0.001 per right before a shareholder crosses the 15% threshold, and may be exchanged for one common share per right in certain circumstances. This amendment restates the prior report only to remove an inadvertently included item and exhibit.
Onterris, Inc. adopted a Rights Agreement and declared a dividend of one preferred share purchase right for each common share outstanding on August 17, 2026, for stockholders of record on that date. Each Right lets the holder buy one one-thousandth of a Series B Preferred Share at $105.00, subject to adjustment.
The Rights become exercisable if a person or group acquires, or launches a tender or exchange offer that would result in, 15% or more of the outstanding Common Shares, at which point the Rights trade separately. The Rights expire at the close of business on August 4, 2027, unless earlier redeemed for $0.001 per Right or exchanged for common shares at one share per Right, as determined by the Board under specified conditions, including flip-in and flip-over events.
Onterris will file a Certificate of Designations establishing the Series B Preferred Stock and has issued a press release describing these actions.
Onterris, Inc. reported second‑quarter 2026 revenue of $186.7 million, down from $234.5 million a year earlier, as historically low environmental emergency response and recovery services reduced Consulting and Treatment revenue. Net income fell to $1.4 million, or $0.04 per diluted share, from $18.4 million, or $0.42. Adjusted Net Income was $19.6 million with diluted adjusted EPS of $0.51, versus $27.4 million and $0.60. Consolidated Adjusted EBITDA was $31.9 million, a 17.1% margin compared with $39.6 million and a 16.9% margin.
For full‑year 2026, Onterris cut revenue guidance to $740.0–$790.0 million from $840.0–$900.0 million and trimmed Consolidated Adjusted EBITDA guidance to $117.0–$120.0 million from $125.0–$130.0 million, while now expecting about 15.5% EBITDA margin at the midpoints. Third‑quarter 2026 revenue is projected at $190.0–$210.0 million with 17.0%–18.0% EBITDA margin. The company repurchased roughly 1.6 million shares for $30.0 million in the first half and ended June 30, 2026 with a 3.2x leverage ratio and $160.8 million of liquidity, including $12.7 million of cash.
The board initiated a comprehensive strategic review of the business, portfolio, capital allocation, long‑range plan and potential transactions, including evaluating acquisition interest, without a set timetable or assurance of any outcome. To support this process, the board adopted a one‑year limited‑duration stockholder rights plan, effective immediately and expiring August 4, 2027, in response to significant and undisclosed accumulation of Onterris shares and derivative securities.