Scribe Therapeutics updates charter, bylaws at IPO

Scribe Therapeutics Inc. reported that its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective on July 27, 2026 in connection with the closing of its initial public offering of common stock.

Rhea-AI Filing Summary

Scribe Therapeutics Inc. reported that its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective on July 27, 2026 in connection with the closing of its initial public offering of common stock.

The board of directors and stockholders had previously approved these governance documents to become effective immediately prior to the offering’s closing. Key terms of the charter and bylaws are described in the “Description of Capital Stock” section of the final prospectus dated July 23, 2026, and the full documents are filed as Exhibits 3.1 and 3.2.

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

Effective date of charter/bylaws: July 27, 2026 Prospectus date: July 23, 2026 S-1 file number: 333-297246

3 metrics

Effective date of charter/bylaws July 27, 2026 Date the amended and restated charter and bylaws became effective

Prospectus date July 23, 2026 Date of final prospectus describing capital stock

S-1 file number 333-297246 File number of Registration Statement on Form S-1

Key Terms

Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, initial public offering, Registration Statement on Form S-1

4 terms

Amended and Restated Certificate of Incorporation regulatory

"filed its Amended and Restated Certificate of Incorporation (the “Charter”)"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

Amended and Restated Bylaws regulatory

"its Amended and Restated Bylaws (the “Bylaws”) became effective"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

initial public offering financial

"became effective in connection with the closing of the initial public offering"

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.

Registration Statement on Form S-1 regulatory

"relating to the Registration Statement on Form S-1 (File No. 333-297246, as amended)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

FAQ

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

What did Scribe Therapeutics Inc. (SCTX) change in its corporate documents?

Scribe Therapeutics Inc. made its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws effective in connection with its IPO closing. These documents update the company’s governance framework as described in its final prospectus.

When did the new Scribe Therapeutics (SCTX) charter and bylaws become effective?

The amended and restated charter and bylaws became effective on July 27, 2026, immediately prior to the closing of Scribe Therapeutics’ initial public offering of common stock, following prior approval by its board and stockholders.

How is Scribe Therapeutics’ (SCTX) IPO related to the new charter and bylaws?

The effectiveness of Scribe Therapeutics’ amended and restated charter and bylaws was timed to occur immediately before the closing of its initial public offering of common stock, aligning updated governance with its public company status.

Where can investors find details of Scribe Therapeutics’ (SCTX) charter and bylaws?

Key provisions are summarized in the “Description of Capital Stock” section of the final prospectus dated July 23, 2026. The full charter and bylaws are filed as Exhibits 3.1 and 3.2 to this report.

What SEC registration statement covered Scribe Therapeutics’ (SCTX) IPO?

The IPO was conducted under a Registration Statement on Form S-1, File No. 333-297246, with a final prospectus dated July 23, 2026 filed pursuant to Rule 424(b) under the Securities Act of 1933.

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

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Accepted by SEC EDGAR 07/27/2026 - 05:08 PM EDT Learn about SEC filing dates

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): July 27, 2026

Scribe Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43409		82-2157847
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1150 Marina Village Parkway

Alameda, California 94501

(Address of principal executive offices) (Zip Code) 

(510) 626-8587

(Registrant’s telephone number, including area code)

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, $0.001 par value per share		SCTX		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; Change in Fiscal Year.

On July 27, 2026, Scribe Therapeutics Inc. (the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware and its Amended and Restated Bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering (the “Offering”) of shares of the Company’s common stock, par value $0.001 per share. As described in the final prospectus, dated July 23, 2026 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-297246, as amended), filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company’s Offering. A description of certain provisions of the Charter and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus. The foregoing description of the Charter and the Bylaws is qualified in its entirety by reference to (1) the Charter filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Scribe Therapeutics Inc.
3.2		Amended and Restated Bylaws of Scribe Therapeutics Inc.

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.

				SCRIBE THERAPEUTICS INC.
Date: July 27, 2026				By:		/s/ David L. Parrot
				Name:		David L. Parrot
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 27.0 KB
• EX-3.2 EX-3.2 169.7 KB