Artiva Biotherapeutics, Inc. Reports Material Event

Artiva Biotherapeutics, Inc. entered into an underwriting agreement to sell 23,871,526 shares of common stock at $11.52 per share and pre-funded warrants to purchase 2,170,138 shares at $11.5199 per warrant.

Rhea-AI Filing Summary

Artiva Biotherapeutics, Inc. entered into an underwriting agreement to sell 23,871,526 shares of common stock at $11.52 per share and pre-funded warrants to purchase 2,170,138 shares at $11.5199 per warrant. The company expects gross proceeds of approximately $300.0 million from this offering.

The transaction is being conducted under an effective Form S-3 shelf registration, with closing expected on May 11, 2026, subject to customary conditions. The pre-funded warrants are exercisable at any time, subject to beneficial ownership limits generally set at 4.99% or 9.99%, adjustable up to 19.99% with 61 days’ prior notice.

Insights

Equity capital markets analyst

Artiva secures a sizeable registered equity financing with structural limits on warrant ownership.

Artiva Biotherapeutics is conducting a registered underwritten offering combining common stock and pre-funded warrants. It plans to sell 23,871,526 common shares at $11.52 and pre-funded warrants for 2,170,138 shares at $11.5199, targeting about $300.0 million in gross proceeds.

The pre-funded warrants are exercisable any time after issuance but include beneficial ownership caps at 4.99% or 9.99%, with potential increases up to 19.99% on 61 days’ notice. These caps can limit concentration immediately after exercise while still allowing larger positions over time if holders provide advance notice.

Completion depends on customary closing conditions, with the company expecting closing on May 11, 2026. Subsequent filings may detail how the new capital affects Artiva’s balance sheet and spending plans once the transaction closes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

Common shares offered: 23,871,526 shares Pre-funded warrants underlying shares: 2,170,138 shares Share offering price: $11.52 per share +5 more

8 metrics

Common shares offered 23,871,526 shares Common stock sold in underwritten offering

Pre-funded warrants underlying shares 2,170,138 shares Shares issuable upon exercise of pre-funded warrants

Share offering price $11.52 per share Price for common stock in offering

Pre-funded warrant price $11.5199 per warrant Price per pre-funded warrant

Expected gross proceeds $300.0 million Gross proceeds before fees and expenses

Ownership cap standard levels 4.99% or 9.99% Beneficial ownership limits for warrant exercises

Maximum adjustable ownership 19.99% Highest beneficial ownership level with prior notice

Notice period for ownership change 61 days Advance notice to change ownership cap

Key Terms

Pre-Funded Warrants, underwriting agreement, beneficially own, emerging growth company, +2 more

6 terms

Pre-Funded Warrants financial

"and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,170,138 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.

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

beneficially own financial

"would beneficially own more than 4.99% (or 9.99%) of the number of shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Form S-3 regulatory

"pursuant to an effective registration statement on Form S-3 (File No. 333-289325)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

forward-looking statements regulatory

"Certain statements contained in this report are forward-looking statements that involve a number of risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:24 PM EDT Learn about SEC filing dates

false 0001817241 0001817241 2026-05-08 2026-05-08

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): May 8, 2026

Artiva Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42179		83-3614316
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5505 Morehouse Drive, Suite 100

San Diego, California 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 267-4467

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		ARTV		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events.

On May 8, 2026, Artiva Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters listed therein (collectively, the “Underwriters”), to issue and sell 23,871,526 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $11.52 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,170,138 shares of Common Stock at a price of $11.5199 per Pre-Funded Warrant, which represents the per share offering price for the Shares less the $0.0001 exercise price of each Pre-Funded Warrant (the “Offering”). The Offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-289325) and related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”). All of the Shares and the Pre-Funded Warrants were sold by the Company.

The gross proceeds to the Company from the offering are expected to be approximately $300.0 million, before deducting the underwriting discount and commissions and estimated offering expenses payable by the Company. The closing of the offering is expected to occur on May 11, 2026, subject to the satisfaction of customary closing conditions.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters (as applicable), including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), 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 the contracting parties.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the securities issued and sold in the Offering is filed herewith as Exhibit 5.1.

Forward-Looking Statements

Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about the Company’s expectations with respect to the completion of the offering and the timing thereof, as well as the expected gross proceeds from the offering. Words such as “expect”, “may,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s filings with the SEC, including in the section captioned “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 8, 2026. These forward-looking statements represent the Company’s judgment as of the time of this report. The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement by and among the Company, Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co, dated May 8, 2026.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Cooley LLP
23.1		Consent of Cooley LLP (included in Exhibit 5.1)
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.

Artiva Biotherapeutics, Inc.
By:		/s/ Fred Aslan
		Fred Aslan, M.D.
		President and Chief Executive Officer

Dated: May 8, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 263.4 KB
• EX-4.1 EX-4.1 78.4 KB
• EX-5.1 EX-5.1 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB