# Onterris, Inc. (MEG) — restructuring/exchange_offer [announced]
Source: SEC API (secapi.ai) · situation sit_10879a38c37235b8ad91 · retrieved 2026-08-12T07:55:52.776Z

## Overview
Onterris, Inc. is a management consulting services company.

On August 5, 2026, Onterris, Inc.'s Board declared a dividend of one preferred share purchase right ("Right") per common share, payable on August 17, 2026, to shareholders of record on that date. The Company entered into a Rights Agreement with Computershare Trust Company, N.A., as rights agent. Each Right entitles the holder to purchase one one-thousandth of a share of Series B Preferred Stock at $105.00 per one one-thousandth share, subject to adjustment. The Rights will separate and begin trading separately from Common Shares upon the earlier of: (i) the tenth day following public announcement that a Person has acquired Beneficial Ownership of 15% or more of outstanding Common Shares (an "Acquiring Person"), or (ii) the tenth Business Day following commencement of a tender or exchange offer that would result in 15% or more ownership. If a Person becomes an Acquiring Person, the Rights will become exercisable for Common Shares having a value equal to two times the exercise price. The Rights expire on August 4, 2027. The Board may redeem the Rights at any time prior to an Acquiring Person emerging, at a price of $0.001 per Right.

## Terms
- Counterparty: Computershare Trust Company, N.A. · Price/share: $105

## Key dates
- Announced 2026-08-05 · Record 2026-08-17 · Expiry 2027-08-04

## Timeline
- 2026-08-05 · 8-K (0001193125-26-335121): 8-K - Onterris, Inc. — *Onterris, Inc. is a Delaware corporation engaged in management consulting services.* On August 5, 2026, Onterris, Inc.'s Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share, payable on August 17, 2026 (the record date). The Company entered into a Rights Agreement with Computershare Trust Company, N.A. as rights agent. Each Right entitles the holder to purchase one one-thousandth of a share of Series B Preferred Stock at an exercise price of $105.00 per one one-thousandth of a Preferred Share, subject to adjustment. The Rights will separate and begin trading separately from the Common Shares on the earlier of (i) the tenth day following public announcement that a Person has acquired Beneficial Ownership of 15% or more of outstanding Common Shares (an "Acquiring Person"), or (ii) the tenth Business Day following commencement of a tender or exchange offer that would result in a Person acquiring 15% or more of outstanding Common Shares. The Rights expire on August 4, 2027. Upon an Acquiring Person event, Rights holders (other than the Acquiring Person and certain affiliates) will have the right to purchase Common Shares having a value equal to two times the exercise price of the Right (the "flip-in" provision). The Board may redeem all outstanding Rights at $0.001 per Right prior to any Person becoming an Acquiring Person, or exchange the Rights for Common Shares at a ratio of one Common Share per Right after an Acquiring Person event.
  https://www.sec.gov/Archives/edgar/data/1643615/0001193125-26-335121.txt
- 2026-08-10 · 8-K/A (0001193125-26-342500): 8-K/A - Onterris, Inc. — *Onterris, Inc. is a management consulting services company.* On August 5, 2026, Onterris, Inc.'s Board declared a dividend of one preferred share purchase right ("Right") per common share, payable on August 17, 2026, to shareholders of record on that date. The Company entered into a Rights Agreement with Computershare Trust Company, N.A., as rights agent. Each Right entitles the holder to purchase one one-thousandth of a share of Series B Preferred Stock at $105.00 per one one-thousandth share, subject to adjustment. The Rights will separate and begin trading separately from Common Shares upon the earlier of: (i) the tenth day following public announcement that a Person has acquired Beneficial Ownership of 15% or more of outstanding Common Shares (an "Acquiring Person"), or (ii) the tenth Business Day following commencement of a tender or exchange offer that would result in 15% or more ownership. If a Person becomes an Acquiring Person, the Rights will become exercisable for Common Shares having a value equal to two times the exercise price. The Rights expire on August 4, 2027. The Board may redeem the Rights at any time prior to an Acquiring Person emerging, at a price of $0.001 per Right.
  https://www.sec.gov/Archives/edgar/data/1643615/0001193125-26-342500.txt

## Citations
- 0001193125-26-335121 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526335121
- 0001193125-26-342500 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526342500