Sionna Therapeutics Files 8-K for Corporate Updates

TL;DR

Sionna Therapeutics filed an 8-K on Feb 6th for corporate updates and exhibits.

AI Summary

Sionna Therapeutics, Inc. filed an 8-K on February 10, 2025, reporting an event that occurred on February 6, 2025. The filing pertains to amendments to its articles of incorporation or bylaws, and also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Waltham, MA.

Why It Matters

This filing indicates potential changes in Sionna Therapeutics' corporate structure or governance, which could impact its operational framework and future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain material adverse information.

Key Numbers

• 001-42504 — SEC File Number (Identifies the specific filing for Sionna Therapeutics, Inc.)
• 84-2801521 — I.R.S. Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• Sionna Therapeutics, Inc. (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• February 10, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• Waltham, MA (location) — Address of principal executive offices

FAQ

Key Financial Figures

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

Filing Documents

• d886749d8k.htm (8-K) — 26KB
• d886749dex31.htm (EX-3.1) — 28KB
• d886749dex32.htm (EX-3.2) — 118KB
• 0001193125-25-023570.txt ( ) — 340KB
• sion-20250206.xsd (EX-101.SCH) — 3KB
• sion-20250206_lab.xml (EX-101.LAB) — 19KB
• sion-20250206_pre.xml (EX-101.PRE) — 12KB
• d886749d8k_htm.xml (XML) — 4KB

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): February 6, 2025 Sionna Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42504 84-2801521 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Sionna Therapeutics, Inc. 21 Hickory Drive , Suite 500 Waltham , MA 02451 (Address of principal executive offices, including zip code) 617 - 819-2020 (Registrant's telephone number, including area code) 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 SION 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. Item5.03 Amendments to Articles of Incorporation or Bylaws. As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-284352) (the "Registration Statement"), of Sionna Therapeutics, Inc. (the "Company"), and in connection with the completion of the initial public offering of the Company's common stock (the "IPO"), the Company filed its fifth amended and restated certificate of incorporation (the "Amended and Restated Certificate") with the Secretary of State of the State of Delaware on January 31, 2025. The Company's board of directors (the "Board") and the Company's 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 Company's existing fourth 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; (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; and (iv) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders. The foregoing description of the Amended and Restated Certificate is qualified by reference to the 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 amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), previously approved by the Board and the Company's stockholders, became effective as of the effectiveness of the Registration Statement. The Amended and Restated Bylaws amend and restate the Company's bylaws in their entirety to, among other things: (i) establish procedures for the Company's stockholders to take formal actions at 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 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 Fifth Amended and Restated Certificate of Incorporation of Sionna Therapeutics, Inc. 3.2 Amended and Restated Bylaws of Sionna Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline

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