KLRA · Kailera Therapeutics, Inc.

Kailera Therapeutics, Inc. completed its initial public offering on April 20, 2026, selling 44,921,875 shares of common stock at $16.00 per share. This total includes the full exercise of the underwriters' option to purchase 5,859,375 additional shares. The company raised $718.8 million in gross proceeds before deducting underwriting discounts, commissions, and offering expenses. Concurrent with the IPO closing, the company filed a Restated Certificate of Incorporation and Amended and Restated Bylaws, marking a significant transition in its corporate governance structure. The Restated Certificate authorizes 800 million shares of common stock and 10 million shares of undesignated preferred stock, eliminating references to previously existing preferred stock series. The governance amendments establish a classified board of directors divided into three classes serving staggered three-year terms, a structure typically used to provide continuity and defense against hostile takeovers. Additionally, the amendments require that directors may be removed only for cause with a two-thirds supermajority vote, eliminate the ability of stockholders to act by written consent, and mandate advance notice for director nominations and stockholder proposals. Exclusive forum provisions were also adopted, designating the Delaware Court of Chancery for certain corporate actions and federal district courts for Securities Act claims. The Amended and Restated Bylaws became effective immediately upon the IPO closing, conforming to the new charter provisions and establishing detailed procedures for stockholder meetings and nominations.