Alector prices $75M stock offering at $2.05
Alector anticipates directing net proceeds to general corporate purposes, including potential research, development and manufacturing spending.
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Rhea-AI Filing Summary
Alector, Inc. (ALEC) priced an underwritten offering of 36,600,000 common shares at $2.05 per share; Alector is selling all of the shares. Gross proceeds are expected to be $75,030,000.00 before underwriting discounts and commissions and other offering expenses payable by the company. The offer price represents an approximately 7.3% premium over the October 15, 2026 closing price.
The offering is expected to close October 19, 2026, subject to customary closing conditions. Alector anticipates using net proceeds for general corporate purposes, which may include research, development and manufacturing of product candidates, working capital, capital expenditures, other corporate expenses, and acquisitions or strategic transactions involving complementary products, technologies or businesses. TCGX, BVF Partners, ADAR1 Capital Management and Deep Track Capital are among participating new and existing investors. Morgan Stanley & Co. LLC and BTIG, LLC are joint lead book-running managers. The offering is under Alector’s effective Form S-3 registration statement.
Filing Explained
If the agreed offering closes, Alector’s issuance of 36,600,000 new common shares would increase its share count and reduce existing holders’ percentage ownership.
8-K Event Classification
Key Figures
Key Terms
underwritten offering financial
gross proceeds financial
shelf registration statement regulatory
prospectus supplement regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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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).
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 1.01 | Entry into a Material Definitive Agreement. |
On October 15, 2026, Alector, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and BTIG, LLC (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 36,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $2.05 per share. All of the Shares in the Offering are being sold by the Company.
The gross proceeds from the Offering are expected to be $75,030,000.00 before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The Offering is expected to close on October 19, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.
The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-294241) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission.
The foregoing descriptions of the terms of the Underwriting Agreement do not purport to be complete and are each qualified in their entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
| Item 8.01 | Other Events. |
A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1.
Forward-Looking Statements
Certain of the statements made in this report are forward looking, such as those, among others, relating to the Company’s expectations regarding the timing and completion of the Offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the Offering. More information about the risks and uncertainties faced by the Company is contained under the caption “Risk Factors” in the Company’s Annual and Quarterly Reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission (the “SEC”), and the Company’s future reports to be filed with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of October 15, 2026, among Alector, Inc. and the Underwriters. | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1) | |
| 99.1 | Press Release dated October 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| ALECTOR, INC. | ||||||
| Date: October 16, 2026 | By: | /s/ Neil Berkley | ||||
| Neil Berkley | ||||||
| Chief Financial Officer and Chief Business Officer | ||||||
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Exhibit 99.1
|
RELEASE |
Alector Announces Pricing of Underwritten Offering
SOUTH SAN FRANCISCO, Calif., October 16, 2026 (GLOBE NEWSWIRE) — Alector, Inc. (“Alector,” Nasdaq: ALEC), a biotechnology company focused on developing therapies to counteract the devastating progression of neurodegeneration, today announced the pricing of an underwritten offering of common stock. Alector is selling 36,600,000 shares of common stock. The shares of common stock are being sold at an offering price of $2.05 per share, which represents a premium of approximately 7.3% over the closing price on October 15, 2026. The gross proceeds to Alector from this offering are expected to be $75,030,000.00 before deducting the underwriting discounts and commissions and other estimated offering expenses. All shares of common stock to be sold in the offering are being offered by Alector. The offering is expected to close on or about October 19, 2026, subject to the satisfaction of customary closing conditions.
The financing includes participation from new and existing investors, including TCGX, BVF Partners, ADAR1 Capital Management, and Deep Track Capital, among others.
Alector anticipates using the net proceeds from the offering for general corporate purposes, which may include research, development and manufacturing of our product candidates, working capital, capital expenditures, other corporate expenses, and acquisitions of, or strategic transactions in, complementary products, technologies, or businesses.
Morgan Stanley & Co. LLC and BTIG, LLC are acting as joint lead book-running managers for the offering.
The securities described above are being offered by Alector pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, from: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; or by email at prospectus@morganstanley.com; or BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Alector
Alector is a biotechnology company focused on developing therapies to counteract the devastating progression of neurodegenerative diseases. Leveraging the principles of genetics, immunology, and neuroscience, the company is advancing a portfolio of programs that aim to remove toxic proteins, replace missing proteins, and restore immune and nerve cell function. Supported by biomarkers, Alector’s product candidates seek to treat a range of indications, such as Alzheimer’s disease and Parkinson’s disease. The company is also developing Alector Brain Carrier (ABC), a proprietary blood-brain barrier platform, which is being applied to its preclinical and research pipeline. ABC aims to enhance the delivery of therapeutics, achieve deeper brain penetration and efficacy at lower doses, and ultimately improve patient outcomes while reducing costs. Alector is headquartered in South San Francisco, California.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements, including statements relating to Alector’s expectations regarding the anticipated use of proceeds, and the completion of the offering. These statements are subject to significant risks and uncertainties, and actual results could differ materially from those projected. Alector cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions, and the satisfaction of customary closing conditions related to the offering. There can be no assurance that Alector will be able to complete
the offering. These and other risks are described more fully in Alector’s filings with the Securities and Exchange Commission (“SEC”), including Alector’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents Alector files with the SEC from time to time. Except to the extent required by law, Alector undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Alector Contacts:
Argot Partners (investors)
Laura Perry
alector@argotpartners.com
Argot Partners (media)
David Rosen
646-461-6387
alector@argotpartners.com