Aspen Neuroscience closes IPO with about $141M gross

The IPO generated approximately $140.6 million in gross proceeds before underwriting discounts, commissions and offering expenses.

Available on EDGAR 11/02/2026 - 04:49 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:49 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Aspen Neuroscience, Inc. completed its initial public offering on November 2, 2026, of 9,375,000 shares of common stock at $15.00 per share. The company reported approximately $140.6 million in gross proceeds before underwriting discounts and commissions and offering expenses payable by the company. Its amended and restated certificate of incorporation and bylaws became effective in connection with the IPO closing.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

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 shares: 9,375,000 shares Price to the public: $15.00 per share Gross proceeds: Approximately $140.6 million +1 more

4 metrics

IPO shares 9,375,000 shares Initial public offering completed November 2, 2026

Price to the public $15.00 per share Initial public offering

Gross proceeds Approximately $140.6 million Before underwriting discounts and commissions and offering expenses payable by the company

Common stock par value $0.0001 per share Common stock

Key Terms

initial public offering, gross proceeds, underwriting discounts and commissions, amended and restated certificate of incorporation, +1 more

5 terms

initial public offering financial

"completed the initial public offering"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

gross proceeds financial

"gross proceeds to the Company 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.

underwriting discounts and commissions financial

"before deducting underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

amended and restated certificate of incorporation regulatory

"the Company’s amended and restated certificate of incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

amended and restated bylaws regulatory

"the Company’s amended and restated bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

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

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

Aspen Neuroscience completed its IPO of 9,375,000 shares of common stock at $15.00 per share on November 2, 2026.

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

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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): November 2, 2026

ASPEN NEUROSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-43526		83-1312969
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
10835 Road to the Cure, Suite 100 San Diego, CA				92121
(Address of principal executive offices)				(Zip Code)

(858) 263-1222

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ASPE		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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On November 2, 2026, in connection with the closing of the initial public offering (the “IPO”) of Aspen Neuroscience, Inc. (the “Company”), the Company’s amended and restated certificate of incorporation (the “Certificate”), as filed with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws (the “Bylaws”) became effective. The Company’s board of directors and stockholders previously approved the Certificate and the Bylaws to be effective immediately prior to the closing of the IPO.

Please see the description of the Certificate and 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 October 30, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, filed with the Commission on October 9, 2026 (File No. 333-299393) (as amended, the “Registration Statement”). The foregoing descriptions of the Certificate and Bylaws are qualified in their entirety by reference to the full text of the Certificate and Bylaws, which are incorporated herein by reference as Exhibit 3.1 and Exhibit 3.2 hereto, respectively.

Item 8.01 Other Events.

On November 2, 2026, the Company completed the IPO of 9,375,000 shares of the Company’s common stock, par value $0.0001 per share, at a price to the public of $15.00 per share. The gross proceeds to the Company from the IPO were approximately $140.6 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Amended and Restated Certificate of Incorporation of Aspen Neuroscience, Inc.
3.2		Amended and Restated Bylaws of Aspen Neuroscience, Inc.

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.

Date: November 2, 2026				Aspen Neuroscience, Inc.
				By:		/s/ Jeffrey Boerneke
						General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-3.1 EX-3.1 59.5 KB
• EX-3.2 EX-3.2 207.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 27.4 KB