---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-204086"
form_type: "8-K"
ticker: "SPTX"
cik: "0002042347"
company_name: "Seaport Therapeutics, Inc."
filed_at: "2026-05-04T23:59:59+00:00"
generated_at: "2026-05-15T00:06:31.014222+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Seaport Therapeutics adopts new charter authorizing 700M shares, completes IPO

## Summary
- Filed amended charter authorizing 700M total shares: 500M voting common, 200M non-voting common, 10M undesignated preferred.
- Eliminated references to prior preferred stock series; Board may issue undesignated preferred in series.
- Adopted amended bylaws with stockholder meeting procedures, advance notice proposals, and director nomination rules.
- Charter and bylaw changes became effective upon IPO consummation on May 4, 2026.

## SEC filing metadata
- accession: 0001193125-26-204086
- form_type: 8-K
- ticker: SPTX
- cik: 0002042347
- company_name: Seaport Therapeutics, Inc.
- filed_at: 2026-05-04T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2042347/000119312526204086/0001193125-26-204086-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2042347/000119312526204086/d150068d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-204086
- JSON: https://secwatch.observer/filing/0001193125-26-204086.json
- Plain text: https://secwatch.observer/filing/0001193125-26-204086.txt

## Source-grounded claims
- claim_id: ae08c1deb73b1026a85ae6f47dc2767c3716e992
  claim: Seaport Therapeutics, Inc.: Amended and restated certificate of incorporation to authorize 700M shares of common stock (500M voting, 200M non-voting), eliminate references to existing preferred stock series, and authorize 10M shares of undesignated preferred stock.
  evidence_excerpt: the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective immediately prior to, the consummation of the IPO. The 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 700,000,000 shares of common stock, including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting 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/2042347/000119312526204086/0001193125-26-204086-index.htm
- claim_id: f1b7ed7b7a2fb2ff5517d5d6877391a99f78df4f
  claim: Seaport Therapeutics, Inc.: Amended and restated bylaws to establish stockholder meeting procedures, advance notice for proposals and director nominations, and conform to the restated certificate.
  evidence_excerpt: the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders to become effective immediately upon effectiveness of the Registration Statement, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures for the Company’s stockholders to take formal actions at 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; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Restated Certificate.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2042347/000119312526204086/0001193125-26-204086-index.htm

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