UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amended and Restated Certificate of Incorporation
As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-292283) (the “Registration Statement”), of Aktis Oncology, Inc. (the “Company”), and in connection with the completion of the initial public offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on January 12, 2026, the Company filed its amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. The Amended and Restated Certificate amends and restates the Company’s existing sixth amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 480,000,000 shares of Common Stock and 10,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors (the “Board”) in one or more series; (iv) require the approval of at least two-thirds of the shares entitled to vote to remove a director for cause; (v) establish a classified Board, as a result of which, the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; and (vi) eliminate the ability of the Company’s stockholders to take action by consent in lieu of a meeting.
The foregoing description of the Amended and Restated Certificate is qualified by reference to the full Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amended and Restated Bylaws
In addition, as previously disclosed in the Registration Statement, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), became effective as of immediately prior to the completion of the IPO on January 12, 2026. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; (iii) modify the indemnification provisions for the Company’s directors and officers, and (iv) conform to the amended provisions of the Amended and Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by reference to the full Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Aktis Oncology, Inc. | |
| 3.2 | Amended and Restated Bylaws of Aktis Oncology, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AKTIS ONCOLOGY, INC. | ||||||
| Date: January 12, 2026 | By: | /s/ Matthew Roden | ||||
| Matthew Roden, PhD | ||||||
| President and Chief Executive Officer | ||||||