TRex Bio authorizes 225M common shares after IPO

Stockholders can no longer take action by written consent in lieu of a meeting under the amended certificate.

Rhea-AI Filing Summary

TRex Bio, Inc. (TRXB) made its amended and restated certificate of incorporation and bylaws effective October 13, 2026, in connection with completion of its IPO. The certificate authorizes 225 million shares of common stock and 25 million shares of undesignated preferred stock, with a par value of $0.0001 per share; preferred stock may be issued in one or more series with board approval. The certificate also removes references to prior preferred-stock series and eliminates stockholders’ ability to act by written consent instead of holding a meeting.

The amended bylaws establish procedures for stockholder proposals at meetings and director nominations, modify director and officer indemnification provisions, and conform to the amended certificate. The board and stockholders had previously approved both amended governing documents.

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

Authorized common stock: 225 million shares Authorized undesignated preferred stock: 25 million shares Common stock par value: $0.0001 per share +1 more

4 metrics

Authorized common stock 225 million shares Under the amended certificate of incorporation

Authorized undesignated preferred stock 25 million shares Under the amended certificate of incorporation

Common stock par value $0.0001 per share Common stock

Preferred stock par value $0.0001 per share Undesignated preferred stock

Key Terms

undesignated preferred stock, written consent, stockholder proposals, indemnification provisions

4 terms

undesignated preferred stock technical

"authorize 25 million shares of undesignated preferred stock"

written consent technical

"take action by written consent in lieu of a meeting"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

stockholder proposals technical

"procedures relating to the presentation of stockholder proposals"

Stockholder proposals are formal suggestions submitted by a company’s shareholders for consideration at the annual meeting, asking the board or management to adopt policies, change practices, or provide specific information. They matter to investors because they offer a way to influence corporate decisions—like a homeowner bringing a rule change to a neighborhood meeting—and can affect governance, risk, reputation and long‑term value.

indemnification provisions technical

"modify the indemnification provisions for the Company’s directors and officers"

Contract clauses that require one party to pay for losses, damages, or legal costs the other party suffers because of certain events or claims. They act like a contractual “safety net” or insurance: if a specified problem happens, the indemnifying party agrees to cover the financial harm. Investors care because these provisions shift potential liabilities and future cash outflows between parties, affecting a company’s risk profile and possible financial exposure.

FAQ

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

How many shares did TRXB authorize in its amended certificate?

TRex Bio authorized 225 million shares of common stock and 25 million shares of undesignated preferred stock. The preferred stock may be issued in one or more series with board approval.

When did TRXB’s amended certificate and bylaws take effect?

Both amended governing documents became effective on October 13, 2026, in connection with completion of the IPO.

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

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Available on EDGAR 10/13/2026 - 08:14 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:56 PM EDT Learn about SEC filing dates

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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): October 13, 2026

TREX BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-43501		36-4902297
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
269 East Grand Avenue, Suite 300 South San Francisco, CA				94080
(Address of principal executive offices)				(Zip Code)

(Registrant’s telephone number, including area code): (650) 567-5582

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, par value $0.0001 per share		TRXB		The 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 October 13, 2026, in connection with the consummation of the initial public offering (the “IPO”) of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), the Company filed a fourth amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing. The Company’s board of directors and stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Amended and Restated Certificate amends and restates the Company’s certificate of incorporation in its entirety to, among other things, (i) authorize 225 million shares of Common Stock, (ii) eliminate all references to previously existing series of preferred stock, (iii) authorize 25 million shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time, in one or more series, with the approval of the Company’s board of directors and (iv) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting.

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

On October 13, 2026, in connection with the consummation of the IPO, the second amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors and stockholders, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things, (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings, (ii) establish procedures relating to the nomination of directors, (iii) modify the indemnification provisions for the Company’s directors and officers, and (iv) conform to the amended provisions of the Amended and Restated Certificate.

The foregoing description of the Amended and Restated Bylaws is qualified 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Fourth Amended and Restated Certificate of Incorporation of TRex Bio, Inc.
3.2		Second Amended and Restated Bylaws of TRex Bio, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREX BIO, INC.
By:		/s/ M. Johnston Erwin, Jr.
		Name: M. Johnston Erwin, Jr.
		Title: Chief Executive Officer

Date: October 13, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-3.1 EX-3.1 93.1 KB
• EX-3.2 EX-3.2 125.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 27.4 KB