Onterris, Inc. filed an amended current report on Form 8-K/A on August 10, 2026, amending its original August 5, 2026 filing solely to remove Item 8.01 and Exhibit 99.1 that were inadvertently included, while retaining disclosure of the company's newly adopted Rights Agreement.

Key Highlights

  • Rights Agreement adopted: Onterris entered into a Rights Agreement dated August 5, 2026, with Computershare Trust Company, N.A. as rights agent.
  • Dividend declared: The Board declared one preferred share purchase right for each share of common stock outstanding on August 17, 2026, payable on that date.
  • Exercise price: Each Right entitles the holder to purchase one one-thousandth of a share of Series B Preferred Stock at $105.00 per one one-thousandth of a Preferred Share, subject to adjustment.
  • 15% trigger: Rights separate and become exercisable upon any person or group acquiring beneficial ownership of 15% or more of outstanding common shares.
  • Expiration: The Rights expire at the Close of Business on August 4, 2027.
  • Amendment purpose: This Amendment No. 1 removes Item 8.01 and Exhibit 99.1 that were inadvertently included in the original filing; no other changes were made.

Onterris Rights Agreement: Key Terms and Triggering Conditions

According to the filing, Onterris, Inc. (New York Stock Exchange: ONT) entered into a Rights Agreement on August 5, 2026, between the company and Computershare Trust Company, N.A. The Board declared a dividend of one preferred share purchase right for each share of common stock, par value $0.000004 per share, outstanding on the record date of August 17, 2026. Each Right, as the filing describes, entitles the registered holder to purchase from the company one one-thousandth of a share of Series B Preferred Stock, par value $0.0001 per share, at a price of $105.00 per one one-thousandth of a Preferred Share, subject to adjustment.

The filing explains that the Rights will initially be attached to all common share certificates and will not trade separately. A "Distribution Date" is triggered on the earlier of: the tenth day after a public announcement that a person or group has acquired beneficial ownership of 15% or more of outstanding common shares, or the tenth Business Day after commencement of a tender or exchange offer that would result in such 15% ownership. The company and its subsidiaries, employee benefit plans, and certain grandfathered stockholders who already held 15% or more at the time of the Rights Agreement's first public announcement are excluded from the definition of "Acquiring Person," according to the filing. However, the filing notes that a grandfathered stockholder loses that status upon any acquisition of additional common shares if the result is beneficial ownership of 15% or more.

The filing states that the Rights are not exercisable until the Distribution Date and will expire at the Close of Business on August 4, 2027. The Board retains discretion, according to the filing, to designate certain persons as "Exempt Persons" prior to such a person becoming an Acquiring Person. The amendment disclosed in this filing was made solely to remove Item 8.01 and Exhibit 99.1 that were, as the company stated, "inadvertently included" in the original Form 8-K filed on August 5, 2026 (Accession No. 0001193125-26-335121).

What Was Disclosed

Onterris filed an amended current report disclosing the adoption of a Rights Agreement with a 15% beneficial ownership trigger and a per-right exercise price of $105.00, with Rights expiring August 4, 2027, and removing an item included in error from the original filing.