NASDAQ: COAG Hemab Therapeutics Holdings, Inc. 8-K

Hemab Therapeutics completes $346.7M IPO at $18/share, adopts anti-takeover defenses

Filed May 4, 2026 · Period ending May 4, 2026 · ~1 min read

Key Changes

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Completed IPO of 19.3M shares at $18/share, raising $346.7M gross proceeds with full underwriter over-allotment exercised. Company now publicly traded.

Item 8.01 verify on EDGAR →
high

Authorized common stock increased to 400M shares and 5M preferred shares, giving board flexibility for future capital raises or equity compensation without stockholder approval.

Item 5.03 verify on EDGAR →
high

Implemented staggered board with three-year terms and 75% supermajority vote requirement to remove directors. Board vacancies filled only by existing directors, not stockholders.

Item 5.03 verify on EDGAR →
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Eliminated stockholder rights to act by written consent or call special meetings, requiring stockholders to wait for annual meetings to vote on corporate matters.

Item 5.03 verify on EDGAR →
medium

Mandated Delaware courts for internal disputes and federal courts for securities claims, preventing stockholders from choosing litigation venue.

Item 5.03 verify on EDGAR →

Summary

Hemab Therapeutics completed its initial public offering on May 4, 2026, raising $346.7 million before fees by selling 19.3 million shares at $18 per share. The underwriters exercised their full over-allotment option, indicating strong demand. Concurrent with the IPO closing, the company filed a restated charter implementing significant governance changes that heavily favor management over stockholders.

The new charter establishes a classified board structure where directors serve staggered three-year terms and can only be removed for cause with a 75% supermajority vote. Stockholders lost the ability to act by written consent or call special meetings, and board vacancies can only be filled by existing directors.

These are textbook anti-takeover provisions that make hostile acquisitions or activist campaigns extremely difficult. The company also authorized 400 million common shares and 5 million preferred shares, providing substantial flexibility for future dilution. Retail investors should understand that while the IPO provides capital for growth, the governance structure significantly limits stockholder power. Watch the company's first quarterly earnings report and cash burn rate to assess how IPO proceeds are being deployed and whether the business can achieve profitability without requiring dilutive follow-on offerings.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~900 words

Hemab Therapeutics filed restated charter and bylaws upon IPO closing, increasing authorized shares and implementing governance changes.

3 Added

Added IPO closing and charter restatement high

Added in current filing · verify on EDGAR →

On May 4, 2026, Hemab Therapeutics Holdings, Inc. (the “Company”) filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of common stock (the “IPO”).

The company completed its initial public offering and filed a restated certificate of incorporation with Delaware on May 4, 2026. This marks the company's transition to being a publicly traded entity with updated governance documents.

Added Classified board and director removal restrictions high

Added in current filing · verify on EDGAR →

(iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors; (vi) provide that any vacancy on the Company’s board of directors, however occurring, may be filled only by vote of a majority of directors then in office

The company implemented a staggered board structure with three-year terms and made it very difficult to remove directors, requiring 75% stockholder vote and cause. Board vacancies can only be filled by existing directors, not stockholders. These are anti-takeover provisions that entrench management and make hostile acquisitions or activist campaigns significantly harder.

Added Elimination of stockholder consent and meeting rights medium

Added in current filing · verify on EDGAR →

(vii) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting of stockholders and to call special meetings of stockholders

Stockholders can no longer act by written consent or call special meetings, meaning they must wait for annual meetings to vote on matters. This reduces stockholder power and is another anti-takeover measure that limits activist investor influence.

Event · Item 8.01 — Other Events

~94 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added

Added IPO completion high

Added in current filing · verify on EDGAR →

On May 4, 2026, the Company completed its IPO of 19,262,500 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase 2,512,500 additional shares of common stock, at a public offering price of $18.00 per share. The gross proceeds to the Company from the IPO were $346.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The company completed its initial public offering on May 4, 2026, selling 19,262,500 shares at $18.00 per share. The underwriters exercised their full over-allotment option to purchase an additional 2,512,500 shares. Total gross proceeds were $346.7 million before deducting underwriting fees and offering expenses.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Hemab Therapeutics filed restated certificate of incorporation and amended bylaws, indicating governance changes.

2 Added

Added Restated Certificate of Incorporation medium

Added in current filing · verify on EDGAR →

Restated Certificate of Incorporation of Hemab Therapeutics Holdings, Inc.

The company filed a restated certificate of incorporation. This foundational governance document defines the company's authorized shares, rights of shareholders, and corporate structure. Restatements typically consolidate prior amendments or reflect material changes such as stock splits, authorized share increases, or changes to shareholder rights.

Added Amended and Restated Bylaws medium

Added in current filing · verify on EDGAR →

Amended and Restated Bylaws of Hemab Therapeutics Holdings, Inc.

The company filed amended and restated bylaws. Bylaws govern internal corporate operations including board composition, meeting procedures, officer duties, and shareholder voting mechanics. Amendments may affect governance practices, director election processes, or shareholder rights.