{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-044873","form_type":"8-K","ticker":null,"cik":"0001724979","company_name":"Rain Oncology Inc.","filed_at":"2023-02-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.321406+00:00","generated_at":"2026-06-19T05:09:35.148159+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.15,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Rain Oncology amends bylaws to update stockholder nomination rules and DGCL provisions","bullets":["Board adopted amended and restated bylaws effective February 15, 2023.","Enhanced disclosure requirements for stockholder director nominations and business proposals, aligning with Rule 14a-19.","Updated provisions to reflect recent amendments to Delaware General Corporation Law.","Requires stockholder soliciting proxies to use a proxy card color other than white, reserving white for Board.","Includes ministerial, clarifying, and conforming changes."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-044873","json":"https://secwatch.observer/filing/0001193125-23-044873.json","markdown":"https://secwatch.observer/filing/0001193125-23-044873.md","text":"https://secwatch.observer/filing/0001193125-23-044873.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1724979/000119312523044873/0001193125-23-044873-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1724979/000119312523044873/d431240d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T05:09:35.148159+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"58a392a4231a5882ecdb85b610401b7b041e4e60","claim":"Rain Oncology Inc.: The Board adopted an amendment and restatement of the Bylaws to enhance procedural and disclosure requirements for stockholder proposals and director nominations, align with Rule 14a-19 under the Exchange Act, update various provisions per the DGCL, and incorporate ministerial, clarifying and confor (effective 2023-02-15).","evidence_excerpt":"On February 15, 2023, the Board of Directors (the “Board”) of Rain Oncology Inc., a Delaware corporation (the “Company”), adopted an amendment and restatement of the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things: • Enhance procedural and disclosure requirements related to business proposals and director nominations submitted by stockholders, including to align with recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and reflect certain other administrative changes, including: • Requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to proposing stockholders; • Requiring any stockholder submitting a notice of director nomination to make a representation as to whether such stockholder intends to solicit proxies in suppo","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1724979/000119312523044873/0001193125-23-044873-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-02-15"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}