---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-245578"
form_type: "8-K"
ticker: "SEPN"
cik: "0001984086"
company_name: "Septerna, Inc."
filed_at: "2024-10-28T23:59:59+00:00"
generated_at: "2026-05-30T09:50:49.167052+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Septerna amends charter and bylaws post-IPO, authorizes 500M common and 10M preferred shares

## Summary
- Authorized 500,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.
- Eliminated references to previously existing series of preferred stock.
- Bylaws remove stockholder ability to act by written consent and to call special meetings.
- Bylaws establish advance notice procedures for stockholder proposals and director nominations.

## SEC filing metadata
- accession: 0001193125-24-245578
- form_type: 8-K
- ticker: SEPN
- cik: 0001984086
- company_name: Septerna, Inc.
- filed_at: 2024-10-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1984086/000119312524245578/0001193125-24-245578-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1984086/000119312524245578/d851611d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-245578
- JSON: https://secwatch.observer/filing/0001193125-24-245578.json
- Plain text: https://secwatch.observer/filing/0001193125-24-245578.txt

## Key facts
- Governance Changes
  Septerna, Inc.: Amended and restated certificate of incorporation to authorize 500,000,000 shares of common stock, eliminate references to existing series of preferred stock, and authorize 10,000,000 shares of undesignated preferred stock (effective 2024-10-28).
  - Change: charter amendment
  - Effective: 2024-10-28
  source text: The Amended and 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 500,000,000 shares of 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1984086/000119312524245578/0001193125-24-245578-index.htm
- Governance Changes
  Septerna, Inc.: Amended and restated bylaws to eliminate stockholder ability to act by written consent and call special meetings, establish advance notice procedure for stockholder proposals, and conform to amended certificate (effective 2024-10-24).
  - Change: bylaw amendment
  - Effective: 2024-10-24
  source text: the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of the effectiveness of the Registration Statement on October 24, 2024. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special 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; and (iii) conform to the amended provisions of the Amended and Restated Certificate.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1984086/000119312524245578/0001193125-24-245578-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.