ADARx closes $446M IPO at $17 per share

The agreement capped AbbVie’s private-placement purchase at $100.0 million and set the price at the IPO’s $17.00 per share.

Rhea-AI Filing Summary

ADARx Pharmaceuticals, Inc. closed its initial public offering on September 28, 2026, selling 26,250,000 shares of common stock at $17.00 per share. Gross IPO proceeds were approximately $446.3 million before underwriting discounts and commissions and estimated offering expenses payable by the company.

At the same closing, AbbVie Inc. purchased 5,255,542 shares in a private placement at the IPO price, generating approximately $89.3 million in gross proceeds before placement-agent fees and estimated private-placement expenses payable by ADARx. The purchase agreement set the share amount to result in AbbVie owning approximately 4.9% of common stock following the IPO and private placement, and capped its purchase at $100.0 million. ADARx paid a placement-agent fee equal to 2.0% of the total purchase price. The amended and restated certificate of incorporation and bylaws took effect in connection with the IPO closing; both had previously been approved by the board and stockholders. Ryan Fisk, the Chief Financial Officer and Chief Business Officer, signed the report.

2 points · 1 major

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Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

How the balance works

Positive

• Major pointIPO gross proceeds were approximately $446.3 million before stated deductions. 23% of market cap
• Moderate pointPrivate-placement gross proceeds were approximately $89.3 million before stated deductions. 4.5% of market cap

Negative

• None.

8-K Event Classification

4 items: 3.02, 5.03, 8.01, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO common shares sold: 26,250,000 shares IPO price per share: $17.00 per share IPO gross proceeds: Approximately $446.3 million +5 more

8 metrics

IPO common shares sold 26,250,000 shares IPO closed September 28, 2026

IPO price per share $17.00 per share Public offering price

IPO gross proceeds Approximately $446.3 million Before underwriting discounts and commissions and estimated offering expenses payable by the company

Private-placement shares purchased 5,255,542 shares Purchased by AbbVie Inc. at the IPO price

Private-placement gross proceeds Approximately $89.3 million Before placement-agent fees and estimated private-placement expenses payable by ADARx

Private-placement purchase cap $100.0 million Maximum purchase under the agreement

Post-closing ownership level under the agreement Approximately 4.9% Common stock following the IPO and private placement

Placement-agent fee 2.0% Of the total purchase price of shares sold in the private placement

Key Terms

Private Placement, gross proceeds, accredited investor, Section 4(a)(2)

4 terms

Private Placement financial

"pursuant to which the Purchaser agreed to purchase (the “Private Placement”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

gross proceeds financial

"The aggregate gross proceeds from the IPO"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

accredited investor regulatory

"represented that it is an “accredited investor”"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Section 4(a)(2) regulatory

"issued and sold pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did ADRX sell in its IPO, and at what price?

ADARx sold 26,250,000 common shares at $17.00 per share when its IPO closed on September 28, 2026. Gross proceeds were approximately $446.3 million before underwriting discounts and commissions and estimated offering expenses payable by the company.

How many shares did AbbVie buy in ADARx’s private placement?

AbbVie Inc. purchased 5,255,542 ADARx common shares at $17.00 per share in the private placement, which closed concurrently with the IPO on September 28, 2026. Gross proceeds were approximately $89.3 million before placement-agent fees and estimated private-placement expenses payable by ADARx.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 08:34 PM Accepted by SEC EDGAR 09/28/2026 - 04:01 PM Learn about SEC filing dates

--12-31 false 0001802369 0001802369 2026-09-28 2026-09-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2026

ADARx Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43482		84-4145188
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5871 Oberlin Drive, Suite 200

San Diego, California 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (877) 232-7974

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ADRX		The Nasdaq Global Select Market

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On September 13, 2026, ADARx Pharmaceuticals, Inc. (the “Company”) entered into a Common Stock Purchase Agreement with AbbVie Inc. (the “Purchaser”) pursuant to which the Purchaser agreed to purchase (the “Private Placement”) a number of shares of the Company’s common stock (“Common Stock”) that would result in the Purchaser owning approximately 4.9% of the outstanding shares of Common Stock following the closing of the IPO (as defined below) and Private Placement, at a price per share equal to the public offering price of the IPO; provided, however, that in no event would the Purchaser purchase more than $100.0 million in shares of Common Stock. The public offering price of the IPO was $17.00 per share, which resulted in the Purchaser purchasing 5,255,542 shares of Common Stock. The Private Placement closed concurrently with the IPO on September 28, 2026. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, UBS Securities LLC and LifeSci Capital LLC acted as placement agents for the Private Placement, and the Company paid a placement agent fee equal to 2.0% of the total purchase price of the shares sold in the Private Placement.

The Common Stock issued and sold in the Private Placement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and was issued and sold pursuant to Section 4(a)(2) of the Securities Act. The Purchaser has represented that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and is acquiring the Common Stock for investment purposes only and not with a view to any public distribution or with any intention of selling, distributing or otherwise disposing of the Common Stock in a manner that would violate the registration requirements of the Securities Act. The Common Stock was offered without any general solicitation by the Company or its representatives.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On September 28, 2026, in connection with the closing of the initial public offering (the “IPO”) of shares of Common Stock, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and stockholders previously approved the Restated Certificate to be effective immediately prior to the closing of the IPO.

Amendment and Restatement of Bylaws

Effective as of September 28, 2026, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Board and stockholders previously approved the Restated Bylaws to be effective upon the closing of the IPO.

Please see the description of the Restated Certificate and Restated Bylaws in the section titled “Description of Capital Stock” in the final prospectus the Company filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 25, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-298782). The foregoing descriptions of the Restated Certificate and Restated Bylaws are qualified in their entirety by reference to the full text of the Restated Certificate and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated by reference as Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On September 28, 2026, the Company closed the IPO of 26,250,000 shares of Common Stock at a price to the public of $17.00 per share. In addition to the shares sold in the IPO, the Company closed the Private Placement. The aggregate gross proceeds from the IPO, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $446.3 million. The aggregate gross proceeds from the Private Placement, before deducting the placement agent fees and estimated private placement expenses payable by the Company, were approximately $89.3 million.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of the Company
3.2		Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-298782), filed with the Commission on September 4, 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 hereunto duly authorized.

				ADARX PHARMACEUTICALS, INC.
				By:		/s/ Ryan Fisk, M.B.A.
						Ryan Fisk, M.B.A.
						Chief Financial Officer and Chief Business Officer
Dated: September 28, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 28.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.8 KB