Caris Life Sciences Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$CAI
Medical Specialities
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 30, 2025, the Board of Directors of Caris Life Sciences, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s bylaws (the “Bylaws”) to provide that a shareholder (defined, in accordance with the Texas Business Organizations Code, to include a group of shareholders acting together) must beneficially own, at the time the derivative proceeding is instituted, a number of shares of common stock equal to at least three percent of the Company’s outstanding shares to institute or maintain a derivative proceeding.
The foregoing description of the amendment and restatement of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 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 hereunto duly authorized.
| Date: October 30, 2025 | ||||||||
| CARIS LIFE SCIENCES, INC. | ||||||||
| By: | /s/ Luke Power | |||||||
| Name: | Luke Power | |||||||
| Title: | Senior Vice President, Chief Financial Officer and Chief Accounting Officer | |||||||