Upstream Bio, Inc. Files 8-K with Corporate Updates

TL;DR

Upstream Bio filed an 8-K on Oct 10th for corporate updates, including bylaws and financials.

AI Summary

Upstream Bio, Inc. filed an 8-K on October 15, 2024, reporting events as of October 10, 2024. The filing indicates amendments to its Articles of Incorporation or Bylaws and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 890 Winter Street, Suite 200, Waltham, MA.

Why It Matters

This 8-K filing signals potential changes in Upstream Bio's corporate structure or governance, which could impact its operational framework and investor relations.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Upstream Bio, Inc. (company) — Registrant
• October 10, 2024 (date) — Earliest event reported
• October 15, 2024 (date) — Filing date
• 890 Winter Street, Suite 200, Waltham, MA 02451 (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — e on which registered Common Stock, $0.001 par value per share UPB The Nasdaq

Filing Documents

• d897785d8k.htm (8-K) — 19KB
• d897785dex31.htm (EX-3.1) — 28KB
• d897785dex32.htm (EX-3.2) — 119KB
• 0001193125-24-237580.txt ( ) — 168KB

From the Filing

8-K 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 10, 2024 UPSTREAM BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-42366 38-4187694 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Upstream Bio, Inc. 890 Winter Street, Suite 200 Waltham, MA (Address of principal executive offices) 02451 (Zip Code) Registrants telephone number, including area code: (781) 208-2466 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: 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 UPB 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. Item5.03 Amendments to Articles of Incorporation or Bylaws. As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-282197) (the Registration Statement), of Upstream Bio, Inc. (the Company), and in connection with the completion of the initial public offering of the Companys common stock (the IPO), on October 15, 2024, the Company filed its third amended and restated certificate of incorporation (the Amended and Restated Certificate) with the Secretary of State of the State of Delaware. The Companys board of directors (the Board) and the Companys stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amends and restates the Companys existing second amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series. The foregoing description of the Amended and Restated Certificate is qualified by reference to the full Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. In addition, as previously disclosed in the Registration Statement, the second amended and restated bylaws of the Company (the Amended and Restated Bylaws), previously approved by the Board and the Companys stockholders, became effective as of the effectiveness of the Registration Statement on October 10, 2024. The Amended and Restated Bylaws amend and restate the Companys bylaws in their entirety to, among other things: (i) eliminate the ability of the Companys stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board; and (iii) 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 full Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference. Item9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Third Amended and Restated Certificate of Incorporation of Upstream Bio, Inc. 3.2 Second Amended and Restated Bylaws of Upstream Bio, Inc. SIGNATURE 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 un

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