{"url_path":"/sec/cik-0001657677/8-k/2026-06-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1657677/0001193125-26-267550-index.html","accession_number":"0001193125-26-267550","cik":"0001657677","ticker":null,"issuer_name":"Parabilis Medicines, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657677/0001193125-26-267550-index.html","primary_entity_key":"0001657677","primary_entity_name":"Parabilis Medicines, Inc."},"word_count":405,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAmendment and Restatement of Certification of Incorporation\n\nAs previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-296032) (the “Registration Statement”), of the Company, and in connection with the completion of the IPO, the Company filed its seventh amended and restated certificate of incorporation (the “Amended and 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 Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amended and restated the Company’s sixth amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 800,000,000 shares of Common Stock, including 600,000,000 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.\n\nThe foregoing description of the Amended and Restated Certificate is qualified by reference to the full text of the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.\n\nAmendment and Restatement of Bylaws\n\nIn addition, as previously disclosed in the Registration Statement, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became\n\n \n\n \n\neffective as of the effectiveness of the Registration Statement. The Amended and Restated Bylaws amended and restated 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 the Company’s stockholders, including proposed nominations of persons for election to the Board; (iii) establish other procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Amended and Restated Certificate.\n\nThe foregoing description of the Amended and Restated Bylaws is qualified by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference."}