UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 7, 2026, based on the recommendation of the nominating and corporate governance committee of the board of directors (the “Board”) of Intellia Therapeutics, Inc. (the “Company”), the Board adopted amendments to the Company’s Third Amended and Restated By-laws. Under the Fourth Amended and Restated By-laws, which are effective April 7, 2026 (the “Amended By-laws”), the Company added a provision allowing shareholders to cure any facially apparent deficiencies in a shareholder’s timely notice of a nomination or proposal, and requiring the Company to notify the shareholder of any facially apparent deficiencies in a timely notice. In addition, the Amended By-laws designate the federal district courts of the United States as the exclusive forum for resolving any complaint that asserts a cause of action arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, unless the Company consents in writing to the selection of an alternative forum.
A copy of the Amended By-laws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the full text of the Amended By-laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Fourth Amended and Restated By-laws of Intellia Therapeutics, Inc., dated April 7, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Intellia Therapeutics, Inc. | ||||||
| Date: April 10, 2026 | By: | /s/ John M. Leonard | ||||
| Name: John M. Leonard Title: Chief Executive Officer and President | ||||||