Avalyn Pharma (AVLN) expands share authorization and adopts new bylaws after IPO

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Avalyn Pharma Inc. reported corporate governance changes tied to its initial public offering. Immediately before the IPO, the company filed an amended and restated certificate of incorporation in Delaware, fully replacing its prior charter.

The new charter authorizes 700,000,000 shares of common stock, split into 500,000,000 voting common shares and 200,000,000 non-voting common shares, and authorizes 10,000,000 shares of undesignated preferred stock that the board may issue in one or more series. It also removes references to the company’s previous preferred stock series.

At the same time, Avalyn’s amended and restated bylaws became effective. These bylaws overhaul procedures for stockholder meetings, introduce advance notice requirements for stockholder proposals and director nominations, and align the bylaws with the updated charter provisions.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total authorized common stock: 700,000,000 shares Authorized voting common stock: 500,000,000 shares Authorized non-voting common stock: 200,000,000 shares +1 more

4 metrics

Total authorized common stock 700,000,000 shares Authorized under Restated Certificate

Authorized voting common stock 500,000,000 shares Subset of total common stock authorization

Authorized non-voting common stock 200,000,000 shares Subset of total common stock authorization

Authorized undesignated preferred stock 10,000,000 shares Board may issue in one or more series

Key Terms

Restated Certificate, Amended and Restated Bylaws, non-voting common stock, undesignated preferred stock, +1 more

5 terms

Restated Certificate regulatory

"The Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation"

Amended and Restated Bylaws regulatory

"the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

non-voting common stock financial

"authorize 700,000,000 shares of common stock, including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

undesignated preferred stock financial

"authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board"

advance notice procedure regulatory

"establish an advance notice procedure for stockholder proposals to be brought before an annual meeting"

Understanding 8-K Material Events →

05/01/2026 - 04:09 PM

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): May 1, 2026

AVALYN PHARMA INC.

(Exact name of registrant as specified in its charter)

     Delaware

     001-43251

     45-2463191

     (State or other jurisdiction
of incorporation)

     (Commission File Number)

     (I.R.S. Employer
Identification No.)

Avalyn Pharma Inc.

105 W First Street
Boston, Massachusetts 02127

(Address of principal executive offices, including zip code)

(206) 707-0340

(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

     Trade
Symbol(s)

     Name of each exchange
on which registered

     Voting Common Stock, $0.001 par value per share

     AVLN

     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 5.03. Amendments to Articles of Incorporation or Bylaws

As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-294932) (the “Registration Statement”) of Avalyn Pharma Inc. (the “Company”) and in connection with the consummation of the initial public offering of the Company’s common stock (the “IPO”), the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective immediately prior to, the consummation of the IPO. The Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 700,000,000 shares of common stock, including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting 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 Restated Certificate is qualified by reference to the 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 and in connection with the consummation of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon effectiveness of the Registration Statement, became effective. 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; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the 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.

Item 9.01. Financial Statements as and Exhibits.

(d) Exhibits


3.1	Amended and Restated Certificate of Incorporation of Avalyn Pharma Inc.
3.2	Amended and Restated Bylaws of Avalyn Pharma 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 undersigned hereunto duly authorized.


	Avalyn Pharma Inc.

Date: May 1, 2026	By:	/s/ Lyn Baranowski
		Lyn Baranowski
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Avalyn Pharma (AVLN) disclose in this 8-K?

Avalyn Pharma adopted an amended and restated certificate of incorporation and new bylaws. These documents overhaul its capital structure, stock authorization, and stockholder procedures, aligning governance with its status as a newly public company following its initial public offering.

How many shares is Avalyn Pharma (AVLN) now authorized to issue?

Avalyn Pharma’s updated charter authorizes 700,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The common stock authorization is split between voting and non-voting shares, giving the board flexibility for future equity issuance and capital structure decisions.

What is the breakdown between voting and non-voting common stock for Avalyn Pharma (AVLN)?

Avalyn Pharma’s charter authorizes 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock. This dual-class structure allows economic ownership to be separated from voting power, depending on how future issuances are structured by the board.

What changes did Avalyn Pharma (AVLN) make regarding preferred stock?

Avalyn’s new charter eliminates references to previously existing preferred stock series and authorizes 10,000,000 shares of undesignated preferred stock. The board can establish series and rights for this preferred stock over time, giving flexibility for financing or strategic transactions.

How do Avalyn Pharma’s (AVLN) new bylaws affect stockholder proposals and director nominations?

The amended and restated bylaws introduce formal procedures and an advance notice mechanism for stockholder proposals and director nominations. Stockholders must now follow defined timelines and information requirements when bringing business or proposing board candidates at Avalyn’s annual meetings.

When did Avalyn Pharma’s (AVLN) new charter and bylaws become effective?

Avalyn’s restated certificate became effective immediately prior to consummation of its initial public offering, while the amended and restated bylaws became effective upon effectiveness of the registration statement on Form S-1. Both changes are linked directly to the company’s transition to public status.

Filing Exhibits & Attachments

3 documents