{"filing":{"accession_number":"0001193125-26-335121","cik":"0001643615","ticker":"ONT","company_name":"Onterris, Inc.","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-05","primary_document":"ont-20260805.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1643615/000119312526335121/ont-20260805.htm"},"events":[{"id":24748,"run_id":22438,"accession_number":"0001193125-26-335121","anchor_item_number":"1.01","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.7,"summary":"Onterris entered into a Rights Agreement (shareholder rights plan or 'poison pill') with Computershare Trust Company, N.A., dated August 5, 2026, declaring a dividend of preferred share purchase rights to common stockholders as a defensive governance mechanism against hostile takeovers. The company also filed a Certificate of Designations for Series B Preferred Stock in connection with the Rights Agreement adoption.","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25409,"accession_number":"0001193125-26-335121","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Onterris entered into a Rights Agreement (a \"poison pill\" shareholder rights plan) with Computershare Trust Company, N.A., dated August 5, 2026, declaring a dividend of preferred share purchase rights to common stockholders. While Item 1.01 typically covers M\u0026A activity, this disclosure centers on a governance mechanism designed to protect against hostile takeovers—a governance event rather than a material acquisition or disposition. The Rights Agreement is a defensive governance tool that does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation, making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25411,"accession_number":"0001193125-26-335121","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns the filing of a Certificate of Designations for Series B Preferred Stock in connection with a Rights Agreement adoption. While this is a governance matter involving amendments to the company's capital structure and articles of incorporation, it is a routine administrative action that would not materially affect a reasonable investor's assessment of the registrant absent additional context about the Rights Agreement's purpose or terms. The filing itself is procedural rather than substantive.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24749,"run_id":22438,"accession_number":"0001193125-26-335121","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"summary":"The company disclosed material modifications to the rights of security holders through amendments to its articles of incorporation and bylaws in connection with the Rights Agreement adoption, affecting shareholder voting, conversion rights, or other governance-related entitlements.","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25410,"accession_number":"0001193125-26-335121","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 discloses material modifications to security holder rights by cross-reference to Items 1.01 and 5.03. Without the full text of those items, the specific nature of the modification cannot be determined with certainty. However, Item 3.03 modifications typically involve charter or bylaw amendments affecting shareholder voting, conversion rights, or other governance-related entitlements. This is classified as governance_other because the domain is clearly governance-related but the specific event type (e.g., whether it involves a capital structure change, voting rights, or other governance matter) cannot be pinpointed from the cross-reference alone. The materiality is marked true because modifications to security holder rights are generally material to investors' assessment of their ownership interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25409,"accession_number":"0001193125-26-335121","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Onterris entered into a Rights Agreement (a \"poison pill\" shareholder rights plan) with Computershare Trust Company, N.A., dated August 5, 2026, declaring a dividend of preferred share purchase rights to common stockholders. While Item 1.01 typically covers M\u0026A activity, this disclosure centers on a governance mechanism designed to protect against hostile takeovers—a governance event rather than a material acquisition or disposition. The Rights Agreement is a defensive governance tool that does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation, making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05"},{"id":25410,"accession_number":"0001193125-26-335121","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 discloses material modifications to security holder rights by cross-reference to Items 1.01 and 5.03. Without the full text of those items, the specific nature of the modification cannot be determined with certainty. However, Item 3.03 modifications typically involve charter or bylaw amendments affecting shareholder voting, conversion rights, or other governance-related entitlements. This is classified as governance_other because the domain is clearly governance-related but the specific event type (e.g., whether it involves a capital structure change, voting rights, or other governance matter) cannot be pinpointed from the cross-reference alone. The materiality is marked true because modifications to security holder rights are generally material to investors' assessment of their ownership interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05"},{"id":25411,"accession_number":"0001193125-26-335121","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure concerns the filing of a Certificate of Designations for Series B Preferred Stock in connection with a Rights Agreement adoption. While this is a governance matter involving amendments to the company's capital structure and articles of incorporation, it is a routine administrative action that would not materially affect a reasonable investor's assessment of the registrant absent additional context about the Rights Agreement's purpose or terms. The filing itself is procedural rather than substantive.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05"},{"id":25412,"accession_number":"0001193125-26-335121","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.35,"reasoning":"The filing discloses only that a press release was issued on August 5, 2026 and attached as Exhibit 99.1, without specifying the content or subject matter of that release. Without access to the actual press release text, the materiality and specific event type cannot be determined. This appears to be a placeholder or incomplete disclosure under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-07T02:18:44.360816+00:00","company_name":"Onterris, Inc.","ticker":"ONT","filing_date":"2026-08-05"}]}