Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws. As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-297456) (the “Registration Statement”), of Braveheart Bio, Inc.…
Filed Aug 7, 2026Accepted Aug 7, 2026, 4:14 PM EDTCIK 2131524Accession 0001628280-26-054842
We are a clinical‑stage biopharmaceutical company focused on developing therapies for patients with hypertrophic cardiomyopathy (“HCM”) and other serious cardiovascular diseases. Our lead product candidate, BHB‑1893, is a next-generation oral small‑molecule cardiac myosin inhibitor (“CMI”), that we are developing for the treatment of obstructive HCM (“oHCM”) and non‑obstructive HCM (“nHCM”). Our goal is to improve the treatment options for these patients by enhancing speed of onset, depth of gradient response, systolic safety, and reversibility, and reducing prescribing complexity. BHB-1893 was initially discovered and developed by Jiangsu Hengrui Pharmaceuticals Co., Ltd. (“Hengrui”) in China. We in-licensed BHB-1893 pursuant to an exclusive license agreement with Hengrui (the “Exclusive License Agreement”), and as such, all clinical trials of BHB-1893 completed to date were designed, sponsored, and conducted by Hengrui, primarily in China, with one Phase 1 trial conducted in Australia. We were not involved in the design, conduct, or oversight of these trials.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-297456) (the “Registration Statement”), of Braveheart Bio, Inc. (the “Company”), and in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”), the Company filed its second amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on August 7, 2026. 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 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; (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; and (iv) 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.
The foregoing description of the Amended and Restated Certificate is qualified by reference to the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, the second 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. 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 the Company’s stockholders, including proposed nominations of persons for election to the Board; and (iii) 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 Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
