Rein Therapeutics (Nasdaq: RNTX) doubles authorized shares, okays pay

Rhea-AI Filing Summary

Rein Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders on July 20, 2026. Stockholders elected Class III directors Josef H. von Rickenbach and Reinhard J. Ambros, Ph.D., with about 25.4 million votes for and 13.2 million votes withheld for each, plus 25,098,629 broker non-votes.

Stockholders approved an amendment to the restated certificate of incorporation to increase authorized common stock from 100 million shares to 200 million shares, with 61,004,221 votes for, 2,394,208 against, and 305,605 abstentions. They also ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the compensation of named executive officers.

Filing Explained

Stockholders approved increasing Rein Therapeutics’ authorized common stock from 100 million shares to 200 million shares, completing the corporate approval disclosed in this filing. The change expands the shares the company may later issue, but this filing does not report an issuance itself, so it does not by itself establish dilution for existing holders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized common shares after amendment: 200 million shares Votes for share increase amendment: 61,004,221 Votes for auditor ratification: 62,953,351 +2 more

5 metrics

Authorized common shares after amendment 200 million shares Amendment increased authorized common stock from 100 million to 200 million shares

Votes for share increase amendment 61,004,221 Votes for amendment to restated certificate of incorporation to increase authorized common stock

Votes for auditor ratification 62,953,351 Votes for ratifying CBIZ CPAs P.C. for year ending December 31, 2026

Votes for say-on-pay 37,628,483 Votes for advisory approval of compensation of named executive officers

Broker non-votes on director elections 25,098,629 Broker non-votes recorded for each Class III director election

Key Terms

broker non-votes, restated certificate of incorporation, independent registered public accounting firm, named executive officers, +1 more

5 terms

broker non-votes regulatory

"There were 25,098,629 broker non-votes on the approval"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

restated certificate of incorporation regulatory

"approved an amendment to our restated certificate of incorporation to increase"

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.

independent registered public accounting firm regulatory

"ratified the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers regulatory

"approved, on an advisory basis, the compensation of our named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis regulatory

"approved, on an advisory basis, the compensation of our named executive officers"

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Understanding 8-K Material Events →

Available on EDGAR 07/21/2026 - 04:10 PM Accepted by SEC EDGAR 07/21/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What did Rein Therapeutics (RNTX) stockholders approve at the 2026 annual meeting?

Stockholders elected two Class III directors, approved doubling authorized common stock to 200 million shares, ratified CBIZ CPAs P.C. as auditor for 2026, and backed named executive officer pay on an advisory basis.

How did Rein Therapeutics (RNTX) vote on increasing authorized common stock?

Stockholders approved increasing authorized common stock from 100 million to 200 million shares, with 61,004,221 votes for, 2,394,208 against, and 305,605 abstentions. There were no broker non-votes recorded on this amendment.

Who was elected as Class III directors of Rein Therapeutics (RNTX)?

Stockholders elected Josef H. von Rickenbach and Reinhard J. Ambros, Ph.D. as Class III directors. Each received roughly 25.4 million votes for, with about 13.2 million votes withheld and 25,098,629 broker non-votes recorded.

Which audit firm did Rein Therapeutics (RNTX) stockholders ratify for 2026?

Stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2026, with 62,953,351 votes for, 172,420 against, and 578,263 abstentions. No broker non-votes were recorded on this proposal.

Was executive compensation approved at Rein Therapeutics (RNTX) on an advisory basis?

Yes. Stockholders approved, on an advisory basis, compensation of named executive officers, with 37,628,483 votes for, 914,331 against, and 62,591 abstentions. There were 25,098,629 broker non-votes on this say-on-pay proposal.

NASDAQ false 0001420565 0001420565 2026-07-20 2026-07-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 20, 2026

REIN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-38130		13-4196017
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

12407 N. Mopac Expy., Suite 250, #390

Austin, Texas 78758

(Address of principal executive offices)

(737) 802-1989

(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 obligations 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 240.14d-2(b)

☐ 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: Par value $.001		RNTX		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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 20, 2026, Rein Therapeutics, Inc. held its 2026 Annual Meeting of Stockholders, for the purposes of:

• Electing two Class III directors to serve on our Board of Directors until our 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified;

• Approving an amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock from 100 million shares to 200 million shares;

• Ratifying the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the year ending December 31, 2026; and

• Approving, on an advisory basis, the compensation of our named executive officers disclosed in the Proxy Statement.

Our stockholders elected two Class III directors, namely Josef H. von Rickenbach and Reinhard J. Ambros, Ph.D., with shares voted as follows:

Name		For		Withheld		Broker Non-Votes
Josef H. von Rickenbach		25,402,442		13,202,963		25,098,629
Reinhard J. Ambros, Ph.D		25,404,238		13,201,167		25,098,629

In addition, our stockholders approved an amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock from 100 million shares to 200 million shares, with shares voted as follows:

For		61,004,221
Against		2,394,208
Abstain		305,605

There were no broker non-votes on the approval of the above amendment to our restated certificate of incorporation.

In addition, our stockholders ratified the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the year ending December 31, 2026, with shares voted as follows:

For		62,953,351
Against		172,420
Abstain		578,263

There were no broker non-votes on the ratification of our independent registered public accounting firm.

In addition, our stockholders approved, on an advisory basis, the compensation of our named executive officers disclosed in the Proxy Statement, with shares voted as follows:

For		37,628,483
Against		914,331
Abstain		62,591

There were 25,098,629 broker non-votes on the approval, on an advisory basis, of the compensation of our named executive officers.

SIGNATURES

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

						REIN THERAPEUTICS, INC.
Dated: July 21, 2026						/s/ Brian Windsor
						Brian Windsor, Ph.D.,
						President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB