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8-K2026-04-20· grok-4-1-fast-non-reasoning

ALMR · Alamar Biosciences, Inc.

0001193125-26-163921

SEC filing

Summary

Alamar Biosciences, Inc. completed its IPO on April 20, 2026, issuing 12,937,500 shares at $17.00 per share for $219.9 million gross proceeds and filed amended certificate of incorporation and bylaws.

Key takeaways

Full analysis

Alamar Biosciences, Inc. marked its transition to public markets by completing its initial public offering on April 20, 2026, with 12,937,500 shares of common stock sold at $17.00 per share, including the full exercise of the underwriters' option for an additional 1,687,500 shares. This generated approximately $219.9 million in gross proceeds before underwriting discounts, commissions, and offering expenses, providing significant capital for the company's operations and growth initiatives. Concurrently, the company implemented key governance changes effective immediately prior to IPO closing. The Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State, authorizes 1,020,000,000 total shares comprising 1,000,000,000 shares of common stock (par value $0.0001) and 20,000,000 shares of preferred stock, with the board empowered to designate series of preferred stock. It automatically reclassifies all outstanding Prior Class B Common Stock into common stock. The Restated Bylaws were also adopted. Governance provisions establish a classified three-class board structure with staggered three-year terms, director removal only for cause requiring 66-2/3% stockholder vote, board authority to fill vacancies, no stockholder action by written consent without full board approval, and exclusive Delaware Court of Chancery forum for internal corporate claims. The board holds unilateral power to amend bylaws, while stockholder amendments require supermajority approval. These changes align standard post-IPO governance practices, enhancing board control and investor protections while providing substantial liquidity event for pre-IPO shareholders.