Matternet, Inc. filed a Form 8-K on October 28, 2026, disclosing that its board of directors amended and restated the company's Bylaws on October 22, 2026, reducing the stockholder quorum requirement from a majority to one-third of voting power.

Key Highlights

  • Effective date: The Amended and Restated Bylaws took effect immediately on October 22, 2026, following board approval.
  • New quorum threshold: The presence of holders of one-third (1/3) of the voting power of outstanding shares entitled to vote now constitutes a quorum at stockholder meetings.
  • Prior threshold: Before the amendment, a majority of the voting power of outstanding shares was required to constitute a quorum.
  • Separate class votes: For votes requiring a separate vote by class or series, the amended Bylaws also set the quorum at one-third (1/3) of the voting power of the outstanding shares of that class or series.
  • Signatory: The filing was signed by Andreas Raptopoulos, Chief Executive Officer and Chief Financial Officer of Matternet, Inc.
  • Emerging growth company: The registrant indicated it is an emerging growth company as defined under applicable securities rules.

Matternet Bylaws Amendment: Quorum Change Details

According to the filing, the board of directors of Matternet, Inc. adopted Amended and Restated Bylaws on October 22, 2026, with immediate effect. The central change disclosed is a reduction in the quorum threshold for stockholder meetings. Under the new Bylaws, holders of one-third (1/3) of the voting power of outstanding shares entitled to vote, present in person, by remote communication (if applicable), or by proxy, are sufficient to constitute a quorum for the transaction of business.

The filing states that prior to the amendment, the quorum requirement was the presence of holders of a majority of the voting power of outstanding shares, class, or series entitled to vote. The amended Bylaws apply the same one-third threshold where a separate vote by a class or classes or series is required, except as otherwise mandated by law, the company's Amended and Restated Certificate of Incorporation, or the Amended and Restated Bylaws themselves. The full text of the Amended and Restated Bylaws was filed as Exhibit 3.1 to the 8-K.

Matternet, Inc. is incorporated in Delaware and is headquartered at 355 Ravendale Drive, Mountain View, California 94043. The company reported no securities registered under Section 12(b) of the Act. The filing notes that the "foregoing brief description of the Amended and Restated Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws, filed as Exhibit 3.1 hereto and incorporated herein by reference."

What Was Disclosed

Matternet, Inc. disclosed via an 8-K filed October 28, 2026, that its board amended the company's Bylaws on October 22, 2026, lowering the stockholder meeting quorum threshold from a majority to one-third of voting power, effective immediately.