Kailera Therapeutics completes IPO with $718.8 million in gross proceeds at $16.00 a share

Kailera Therapeutics, Inc. (Nasdaq: KLRA) said it completed its initial public offering on April 20, 2026, and put a new certificate of incorporation and new bylaws in place the same day. The company reported both in a Form 8-K filed April 20, 2026.

The offering

Kailera completed its IPO of 44,921,875 shares of common stock at a public offering price of $16.00 per share. The total includes the exercise in full by the underwriters of their option to purchase 5,859,375 additional shares. The gross proceeds to the company were $718.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the company. The 8-K does not name the underwriters.

The new certificate of incorporation

On April 20, 2026, Kailera filed an amended and restated certificate of incorporation (the Restated Certificate) with the Secretary of State of Delaware in connection with the closing of the IPO. The board and stockholders had approved it earlier, to take effect immediately after the closing. It replaced the prior certificate in its entirety.

The filing lists these changes. The Restated Certificate fixes the authorized number of shares of common stock at 800,000,000 and removes all references to the previously existing series of preferred stock. It authorizes 10,000,000 shares of undesignated preferred stock, which may be issued from time to time by the board of directors in one or more series.

It also sets up a classified board of directors, divided into three classes whose members serve staggered three-year terms. Directors may be removed only for cause and only on the affirmative vote of holders of at least two-thirds of the capital stock entitled to vote. Nominations for the board and proposals for a stockholders' meeting must follow the advance notice procedure in the bylaws. Stockholders can no longer take action by written consent in lieu of a meeting. Taken together, the classified board, the two-thirds removal vote and the ban on written consent give existing holders fewer ways to change the board quickly.

Where lawsuits must be filed

Two provisions deal with courts. The Restated Certificate names the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions. Those include, but are not limited to, derivative actions, suits or proceedings brought on behalf of the company, and actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the company's directors, officers or stockholders. The exclusive forum provision does not apply to actions brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or to any other claim for which the federal courts have exclusive jurisdiction.

The certificate also designates the federal district courts of the United States of America as the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

The new bylaws

The amended and restated bylaws became effective on April 20, 2026, in connection with the closing of the IPO. The board had approved them beforehand. They replace the prior bylaws in their entirety. The bylaws set procedures for presenting stockholder proposals at stockholder meetings and for nominating directors, and they conform to the amended provisions of the Restated Certificate.

The company filed the Restated Certificate as Exhibit 3.1 and the bylaws as Exhibit 3.2, and says its descriptions are qualified by reference to those documents.

Who signed

President and Chief Executive Officer Ronald C. Renaud, Jr. signed the 8-K for Kailera on April 20, 2026.

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