Aktis Oncology, Inc. 8-K

What Happened

• Aktis Oncology, Inc. (AKTS) filed an 8-K on January 12, 2026 announcing that, in connection with the completion of its initial public offering, it filed an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws with the Delaware Secretary of State.
• The new certificate and bylaws (effective immediately prior to the IPO closing) reorganize the company’s capital structure and corporate governance provisions.

Key Details

• Authorized shares: 480,000,000 shares of Common Stock and 10,000,000 shares of Class A common stock (par value $0.0001).
• Preferred stock: removes references to prior preferred series and authorizes 10,000,000 shares of undesignated preferred stock available for Board designation.
• Governance changes: establishes a classified (staggered) Board with directors serving until the third annual meeting after election, requires at least two‑thirds of voting shares to remove a director for cause, and eliminates stockholder action by written consent.
• Bylaws updates: set procedures for stockholder proposals and director nominations, modify director/officer indemnification, and conform to the amended certificate.

Why It Matters

• These changes materially affect shareholder rights and corporate control: a classified board, higher vote threshold to remove directors, and removal of written consent reduce the ability of shareholders to rapidly change Board composition or act outside formal meetings.
• The authorized share counts and undesignated preferred stock give the company flexibility for future financings, equity grants or preferred issuances, which can dilute existing holders depending on future actions.
• For retail investors, the filing is a governance and capitalization update tied to AKTS’s IPO — important context when evaluating ownership dilution risk and how shareholder influence is structured going forward.