{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-069110","form_type":"8-K","ticker":"PEPG","cik":"0001835597","company_name":"PepGen Inc.","filed_at":"2024-03-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.864198+00:00","generated_at":"2026-06-04T17:49:47.252005+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"low","headline":"PepGen amends bylaws to update proxy rules and stockholder meeting procedures","bullets":["Board adopted Second Amended and Restated By-laws effective March 15, 2024.","Updates include universal proxy rule compliance, mandatory white proxy card for non-Board solicitations.","Eliminates requirement to make stockholder list available at meetings per DGCL amendments.","Clarifies exclusive forum for certain legal proceedings in Delaware courts."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-069110","json":"https://secwatch.observer/filing/0001193125-24-069110.json","markdown":"https://secwatch.observer/filing/0001193125-24-069110.md","text":"https://secwatch.observer/filing/0001193125-24-069110.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1835597/000119312524069110/0001193125-24-069110-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1835597/000119312524069110/d810119d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T17:49:47.252005+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":"f54013a97900b7743cd03e8c48793ded188f8923","claim":"PepGen Inc.: Adopted second amended and restated bylaws to revise advance notice provisions, address universal proxy rules, update technical changes, and clarify meeting procedures and exclusive jurisdiction (effective 2024-03-15).","evidence_excerpt":"On March 15, 2024, the board of directors (the “Board”) of PepGen Inc. (the “Company”) approved and adopted the second amended and restated by-laws (the “Second Amended and Restated By-laws”) of the Company, effective immediately. The Second Amended and Restated By-laws amend certain of the provisions of Article I, Sections 2, 6, 8, and 9, and Article VI, Sections 8 and 9. Among other things, the amendments set forth in the Second Amended and Restated By-laws: (1) revise the procedures and disclosure requirements set forth in the advance notice by-law provisions; (2) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), including applicable notice and solicitation requirements; (3) require that a stockholder directly or","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1835597/000119312524069110/0001193125-24-069110-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-03-15"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}