Phathom Pharmaceuticals Announces Pricing of $130 Million Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Phathom Pharmaceuticals (Nasdaq: PHAT) priced an underwritten public offering of 6,875,000 common shares and pre-funded warrants to purchase 1,250,078 shares at $16.00 per common share and $15.999 per pre-funded warrant, generating approximately $130 million in gross proceeds before fees.

The underwriters have a 30-day option to buy up to 1,218,761 additional shares. The offering is expected to close on or about January 9, 2026, subject to customary closing conditions. Proceeds are intended for general corporate purposes, including working capital, commercialization, and R&D.

Positive

• Gross proceeds of approximately $130 million
• Common shares priced at $16.00 and pre-funded warrants at $15.999
• Underwriters include Guggenheim Securities and Cantor as joint bookrunners

Negative

• Issuance of 6,875,000 shares plus 1,250,078 pre-funded warrants may dilute existing shareholders
• Underwriters hold a 30-day option for up to 1,218,761 additional shares, increasing potential dilution
• Use of proceeds described as general corporate purposes without specific earmarks

Key Figures

Shares offered 6,875,000 shares Common stock in underwritten public offering

Pre-funded warrants 1,250,078 warrants Pre-funded warrants to purchase common stock

Common share price $16.00 per share Public offering price for common stock

Pre-funded warrant price $15.999 per warrant Offering price for pre-funded warrants

Warrant exercise price $0.001 per share Exercise price for each pre-funded warrant

Gross proceeds approximately $130 million Expected gross proceeds before fees and expenses

Underwriters’ option term 30 days Period to purchase up to 1,218,761 additional shares

Additional shares option 1,218,761 shares Underwriters’ option at public offering price, less discounts

Market Reality Check

$15.02 Last Close

Volume Volume 976,350 vs 20-day average 910,862 (relative volume 1.07) before this pricing news. normal

Technical Price 18.07 trading above 200-day MA 10.11 and close to 52-week high 18.31 before the offering.

Peers on Argus

While PHAT’s pre-news price was up 10.45%, peers like PRAX (+6.5%), URGN (+5.71%), and QURE (+3.92%) were also positive, but the momentum scanner flagged PHAT’s move as stock-specific rather than a coordinated sector rotation.

Common Catalyst One peer, EYPT, had a same-day corporate/milestones update, but there is no broad shared catalyst across the group.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 07	Equity offering plan	Neutral	+10.4%	Announced proposed common stock and pre-funded warrant offering from existing shelf.
Jan 07	Prelim 2025 results	Positive	+10.4%	Preliminary Q4 and 2025 revenues, cash usage, and path toward operating profitability.
Nov 04	Phase 2 trial start	Positive	-1.8%	First patient dosed in Phase 2 EoE study of VOQUEZNA in adults.
Nov 03	Investor conferences	Neutral	+1.3%	Planned participation in multiple healthcare investor conferences with webcasts.
Oct 30	Q3 2025 earnings	Positive	-1.6%	Q3 2025 revenue growth, improved cash usage, and 2025 revenue guidance update.

Pattern Detected

Recent positive fundamental and clinical news often produced mixed follow-through, with earnings and clinical updates sometimes followed by downside despite constructive content.

Recent Company History

Over the last few months, Phathom has combined commercial ramp progress with clinical expansion. Q3 2025 results showed rising VOQUEZNA revenue and improved cash metrics on Oct 30, 2025. A Phase 2 EoE study and additional NERD data advanced the pipeline in late 2025. On Jan 7, 2026, preliminary 2025 results and a proposed equity raise coincided with a 10.45% price gain, setting the backdrop for this follow-on pricing announcement.

Market Pulse Summary

The stock surged +10.4% in the session following this news. A strong positive reaction aligns with the stock’s recent 10.45% move on the earlier offering proposal and preliminary 2025 results, suggesting investors previously focused on commercial traction and liquidity. However, this pricing adds new shares and pre-funded warrants, which increases the float. High prior volatility around earnings and clinical catalysts could mean sentiment shifts quickly as the market digests dilution versus strengthened cash.

Key Terms

pre-funded warrants financial

"shares of its common stock and pre-funded warrants to purchase 1,250,078 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten public offering financial

"announced today the pricing of an underwritten public offering of 6,875,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"offered by Phathom pursuant to a shelf registration statement that was filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"by means of a written prospectus, including a prospectus supplement, forming a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

FLORHAM PARK, N.J., Jan. 07, 2026 (GLOBE NEWSWIRE) -- Phathom Pharmaceuticals, Inc. (Nasdaq: PHAT), a biopharmaceutical company focused on developing and commercializing novel treatments for gastrointestinal (GI) diseases, announced today the pricing of an underwritten public offering of 6,875,000 shares of its common stock and pre-funded warrants to purchase 1,250,078 shares of common stock. The shares of common stock are being sold to the public at a price of $16.00 per share and the pre-funded warrants are being sold at a price of $15.999 per pre-funded warrant, which represents the per share price for the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The gross proceeds to Phathom from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be approximately $130 million. In addition, Phathom has granted the underwriters a 30-day option to purchase up to an additional 1,218,761 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about January 9, 2026, subject to satisfaction of customary closing conditions.

Phathom intends to use the net proceeds from the offering for general corporate purposes, including for working capital and commercialization and research and development expenses.

Guggenheim Securities and Cantor are acting as joint bookrunning managers for the offering. Raymond James, Needham & Company, H.C. Wainwright & Co. and Craig-Hallum are acting as co-managers for the offering.

The securities described above are being offered by Phathom pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission (SEC) on January 7, 2026 and became effective automatically upon filing. The proposed offering is being made only by means of a written prospectus, including a prospectus supplement, forming a part of an effective registration statement. A preliminary prospectus and accompanying prospectus were filed with the SEC and is available on the website of the SEC at http://www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.   Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Phathom
Phathom Pharmaceuticals is a biopharmaceutical company focused on the development and commercialization of novel treatments for gastrointestinal diseases. Phathom has in-licensed the exclusive rights to vonoprazan, a first-in-class potassium-competitive acid blocker (PCAB), for the U.S., Europe and Canada. Phathom currently markets vonoprazan in the United States as VOQUEZNA^® (vonoprazan) tablets for the relief of heartburn associated with Non-Erosive GERD in adults, the healing and maintenance of healing of Erosive GERD in adults and relief of associated heartburn, and as part of VOQUEZNA^® TRIPLE PAK^® (vonoprazan tablets, amoxicillin capsules, clarithromycin tablets) and VOQUEZNA^® DUAL PAK^® (vonoprazan tablets, amoxicillin capsules) for the treatment of H. pylori infection in adults.

Forward-Looking Statements
Phathom cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements relating to the satisfaction of customary closing conditions related to the offering, the expected closing of the offering and the anticipated gross proceeds from the offering and Phathom’s intended use of the net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Phathom that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Phathom’s business described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Phathom undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

CONTACTS

Media Contact:
Nick Benedetto
1-877-742-8466
media@phathompharma.com

Investor Contact:
Eric Sciorilli
1-877-742-8466
ir@phathompharma.com

© 2026 Phathom Pharmaceuticals. All rights reserved. VOQUEZNA, VOQUEZNA DUAL PAK, VOQUEZNA TRIPLE PAK, Phathom Pharmaceuticals, and their respective logos are registered trademarks of Phathom Pharmaceuticals, Inc.

FAQ

How many shares did Phathom (PHAT) offer in the January 2026 deal?

Phathom offered 6,875,000 common shares plus pre-funded warrants to purchase 1,250,078 shares.

At what price were Phathom (PHAT) shares and pre-funded warrants sold?

Common shares were priced at $16.00 per share and pre-funded warrants at $15.999 per warrant.

How much gross capital will Phathom (PHAT) raise from the offering?

The offering is expected to raise approximately $130 million in gross proceeds before fees and expenses.

When is the Phathom (PHAT) offering expected to close?

The offering is expected to close on or about January 9, 2026, subject to customary closing conditions.

What will Phathom (PHAT) use the net proceeds for after the offering?

Proceeds are intended for general corporate purposes, including working capital, commercialization, and research and development.

Is there an overallotment option in the Phathom (PHAT) offering and how large is it?

Yes. Underwriters have a 30-day option to purchase up to 1,218,761 additional shares at the public offering price, less underwriting discounts and commissions.