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): ~~June~~August 1006, 2025

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)	(IRS employer identification no.)

890 Winter Street Suite 200
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip code)

     Registrant’s 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. ☐

Item 52.0702 SubmissionResults of MattersOperations toand aFinancial Vote of Security HoldersCondition.

On August 6, 2025, Upstream Bio, Inc. (the “Company”) ~~held~~announced its ~~2025~~financial ~~Annual~~results ~~Meeting~~and ofbusiness ~~Stockholders~~highlights (for the ~~“Annual~~quarter ~~Meeting”)~~ended on June 1030, 2025. AsA ofcopy ~~April 14, 2025, the record date for the Annual Meeting, there were 53,688,703 shares~~ of the ~~Company’s~~press ~~common~~release ~~stock~~is ~~outstanding~~being ~~and~~furnished entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 17, 2025: (i) to elect each of Erez Chimovits, M.B.A., M.Sc. and Marcella Kuhlman Ruddy, M.D., M.S. as ~~Class~~Exhibit I directors of the Company, to serve until the Company’s 2028 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (“Proposal 99.1~~”),~~ ~~and (ii)~~ to ~~ratify~~this ~~the~~Current ~~selection~~Report ofon ~~PricewaterhouseCoopers~~Form ~~LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”)~~8-K.

~~Proposal~~The 1information included under Item 2.02 of this Current Report on Form 8-K, ~~Election~~including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of ~~Class~~Section I18 ~~Director~~of ~~Nominees~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

TheItem Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting9.01 TheFinancial resultsStatements ofand Proposal 1 were as follows:Exhibits.

Class I Director Nominee	For	Withheld	BrokerNon-Votes
Erez Chimovits, M.B.A., M.Sc.	42,089,191	241,430	1,296,674
Marcella Kuhlman Ruddy, M.D., M.S.	41,993,308	337,313	1,296,674

(d) Exhibits

Proposal 2 - Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm



99.1		Press Release issued by Upstream Bio, Inc. on August 6, 2025, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company’s stockholders ratified the selection of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of Proposal 2 were as follows:SIGNATURE

For		Against		Abstain
43,600,758		996		25,541

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.

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


			Upstream Bio, Inc.

Date:	August 6, 2025	By:	/s/ E. Rand Sutherland
			E. Rand Sutherland, M.D. Chief Executive Officer

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 undersigned hereunto duly authorized.

			Upstream Bio, Inc.
Date:	June 12, 2025	By:	/s/ E. Rand Sutherland
			E. Rand Sutherland, M.D.Chief Executive Officer

Filing Compare · Upstream Bio, Inc.