Beta Bionics prices $150M stock and warrant sale

Beta Bionics launches a $150 million underwritten shelf takedown to fund Mint commercialization, manufacturing expansion and broader R&D.

Rhea-AI Filing Summary

Beta Bionics, Inc. (BBNX) entered into an underwriting agreement for an underwritten public offering of 7,652,175 shares of common stock at $17.25 per share and, in lieu of common shares to certain investors, pre-funded warrants to purchase 1,043,484 shares at $17.2499 per warrant. The company expects gross proceeds of $150.0 million before underwriting discounts, commissions and expenses. The offering is expected to close on or about September 17, 2026, subject to customary closing conditions.

The underwriters have a 30-day option to purchase up to 1,304,348 additional shares at the public offering price, less underwriting discounts and commissions. Beta Bionics states it expects to use net proceeds for general corporate purposes, including commercialization of its Mint™ product, expansion of manufacturing facilities, research and clinical development, product enhancements, potential strategic opportunities, and working capital and operating expenses.

Filing Explained

The priced offering is not yet closed; if completed, new shares and warrant shares would reduce existing holders’ percentage ownership.

Beta Bionics used this Form 8-K to report a priced underwritten offering: 7,652,175 common shares and pre-funded warrants for 1,043,484 additional shares. The offering is expected to close on or about September 17, 2026, subject to customary conditions, so the disclosed issuance is not yet complete.

If completed, the common shares would increase the share count; warrant exercise could add further shares. Under the supplied definition, that reduces existing holders’ percentage ownership absent offsetting changes. The pre-funded warrants require nearly the full purchase price upfront and have a nominal $0.0001 exercise price.

An underwritten offering involves investment banks purchasing securities from the issuer for resale. The underwriters’ 30-day option for up to 1,304,348 additional shares is a maximum additional capacity, not part of the stated base offering. Gross proceeds are expected to be $150.0 million before underwriting discounts, commissions and expenses, so net proceeds will be lower.

At June 30, 2026, the company reported $225.137 million of cash and investments and quarterly operating cash outflow of $14.622 million. The next material milestone is the expected September 17, 2026 closing, which would establish whether the stated issuance and proceeds are completed.

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 stock offered: 7,652,175 shares Pre-funded warrants underlying shares: 1,043,484 shares Public offering price per share: $17.25 per share +5 more

8 metrics

Common stock offered 7,652,175 shares Shares of common stock in the underwritten public offering

Pre-funded warrants underlying shares 1,043,484 shares Shares of common stock issuable upon exercise of pre-funded warrants

Public offering price per share $17.25 per share Price to the public for each share of common stock

Pre-funded warrant purchase price $17.2499 per warrant Equals common stock price less $0.0001 exercise price per share

Gross proceeds $150.0 million Expected gross proceeds before underwriting discounts and expenses

Underwriters’ option shares 1,304,348 shares Additional common shares subject to 30-day over-allotment option

Initial proposed base offering size $125.0 million Amount of common stock Beta Bionics initially intended to offer

Initial proposed underwriters’ option value $18.75 million Value of additional shares initially contemplated in proposed offering

Key Terms

pre-funded warrants, underwritten public offering, shelf registration statement, prospectus supplement, +1 more

5 terms

pre-funded warrants financial

"in lieu of shares of common stock to certain investors, pre-funded warrants"

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

"entered into an underwriting agreement relating to the issuance and sale in a public offering"

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

"pursuant to a shelf registration statement on Form S-3"

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

"a prospectus supplement related to the offering will be filed"

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.

over-allotment option financial

"granted the underwriters a 30-day option to purchase up to 1,304,348 additional shares"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds General corporate purposes, including Mint™ commercialization, expansion of manufacturing facilities, research and clinical development, product enhancements, potential strategic opportunities, and working capital and operating expenses.

FAQ

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

What is Beta Bionics (BBNX) raising in this new offering?

Beta Bionics is conducting an underwritten public offering of 7,652,175 shares of common stock and pre-funded warrants for 1,043,484 shares, expected to generate $150.0 million in gross proceeds before underwriting discounts, commissions and offering expenses.

What is the offering price in the BBNX public offering?

The common stock is priced at $17.25 per share. The pre-funded warrants are priced at $17.2499 per warrant, equal to the common stock price minus the $0.0001 exercise price per share underlying each pre-funded warrant.

How will Beta Bionics (BBNX) use the net proceeds from this offering?

Beta Bionics expects to use net proceeds for general corporate purposes, including Mint™ commercialization, manufacturing expansion, research and clinical development, investment in product enhancements, potential strategic opportunities, and working capital and operating expenses.

Is there an over-allotment option in the BBNX offering and for how many shares?

Yes. Beta Bionics granted the underwriters a 30-day option to purchase up to 1,304,348 additional shares of common stock at the public offering price, less underwriting discounts and commissions.

When is the Beta Bionics (BBNX) offering expected to close?

The offering is expected to close on or about September 17, 2026, subject to the satisfaction of customary closing conditions associated with the underwritten public offering.

Under which registration statement is the BBNX offering being made?

The securities are being offered under a shelf registration statement on Form S-3, Registration No. 333-293702, which is effective and will be supplemented by a prospectus supplement filed with the SEC.

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

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false 0001674632 0001674632 2026-09-15 2026-09-15

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 15, 2026

Beta Bionics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42491		47-5386878
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

11 Hughes

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 427-7785

(Registrant’s telephone number, including area code)

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		BBNX		Nasdaq Global 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 8.01 Other Events.

On September 15, 2026, Beta Bionics, Inc. (the “Company,” “we,” “our” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Piper Sandler & Co., Wells Fargo Securities, LLC and Leerink Partners LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 7,652,175 shares of our common stock, par value $0.0001 per share. The price to the public in the offering is $17.25 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase 1,043,484 shares of common stock at a purchase price of $17.2499 per share, which equals the public offering price per share of the common stock less the $0.0001 exercise price per share of each pre-funded warrant. The gross proceeds to us from the offering are expected to be approximately $150.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on September 17, 2026, subject to the satisfaction of customary closing conditions. In addition, we granted the Underwriters a 30-day option to purchase up to 1,304,348 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions.

We expect to use the net proceeds from this offering for general corporate purposes, which may include costs associated with the commercialization of Mint^™, including expansion of our manufacturing facilities, research and development and clinical development, investment in product enhancements, potential strategic opportunities and working capital and operating expenses.

The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us 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 our effective registration statement on Form S-3 and accompanying prospectus (Registration Statement No. 333-293702), previously filed with the Securities and Exchange Commission (“SEC”), and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

On September 15, 2026, we issued a press release announcing the commencement of the offering. On September 15, 2026, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

Forward-Looking Statements

Certain statements in this report are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding our expectations with respect to the completion, timing and size of the public offering, and the use of proceeds from the offering. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our 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 and the satisfaction of customary closing conditions related to the offering, and those factors disclosed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as updated by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 29, 2026, and other filings that we may make from time to time with the SEC. These forward-looking statements represent our judgment as of the time of this release. We disclaim 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, dated September 15, 2026, by and among Beta Bionics, Inc. and J.P. Morgan Securities LLC, Piper Sandler & Co., Wells Fargo Securities, LLC and Leerink Partners LLC, as representatives of the several underwriters named therein.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
99.1		Press Release, dated September 15, 2026.
99.2		Press Release, dated September 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Beta Bionics, Inc.
By:		/s/ Sean Saint
		Sean Saint
		President and Chief Executive Officer

Dated: September 16, 2026

Exhibit 99.1

Beta Bionics Announces Proposed Public Offering of $125.0 Million of Common Stock

IRVINE, Calif., Sept. 15, 2026 (GLOBE NEWSWIRE) – Beta Bionics, Inc. (Nasdaq: BBNX) today announced that it intends to offer and sell, in an underwritten public offering and subject to market and other conditions, $125.0 million of shares of its common stock. All of the shares are being offered by Beta Bionics. In addition, Beta Bionics intends to grant the underwriters for the offering a 30-day option to purchase up to an additional $18.75 million of the shares of its common stock offered in the public offering. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Beta Bionics expects to use the net proceeds from this offering for general corporate purposes, which may include costs associated with the commercialization of Mint^TM, including expansion of Beta Bionics’ manufacturing facilities, research and development and clinical development, investment in product enhancements, potential strategic opportunities and working capital and operating expenses.

J.P. Morgan, Piper Sandler, Wells Fargo Securities and Leerink Partners are acting as the joint book-running managers for the offering.

The shares of common stock described above are being offered by Beta Bionics pursuant to a shelf registration statement on Form S-3 that was filed by Beta Bionics with the Securities and Exchange Commission (SEC) on February 24, 2026 and automatically became effective upon filing. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or from Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; or from Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, by telephone at 800-645-3751 (option #5), by email at WFScustomerservice@wellsfargo.com; or from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com.

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 state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Beta Bionics

Beta Bionics, Inc. is a commercial-stage medical device company engaged in the design, development, and commercialization of innovative solutions to improve the health and quality of life of insulin-requiring people with diabetes (PWD) by utilizing advanced adaptive closed-loop algorithms to simplify and improve the treatment of their disease. The iLet Bionic Pancreas is the first FDA-cleared insulin delivery device that autonomously determines every insulin dose and offers the potential to substantially improve overall outcomes across broad populations of PWD.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding Beta Bionics’ expectations with respect to the completion, timing and size of the proposed public offering, the use of proceeds from the proposed offering and granting the underwriters a 30-day option to purchase additional shares. For such statements, Beta Bionics claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from Beta Bionics’ expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, changes in market conditions, the risk that the proposed offering will not be consummated on the terms or in the amounts contemplated or otherwise, and the satisfaction of customary closing conditions related to the proposed offering, as well as the risks and uncertainties discussed in the preliminary prospectus supplement for the proposed offering and other risks and uncertainties disclosed in Beta Bionics’ filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as updated by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 29, 2026, and other filings that Beta Bionics may make from time to time with the SEC. These forward-looking statements represent Beta Bionics’ judgment as of the time of this release. Beta Bionics disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Investor Relations:

Blake Beber

Head of Investor Relations

ir@betabionics.com

Media and Public Relations:

Felicia Sanborn

Vice President of Marketing

media@betabionics.com

Exhibit 99.2

Beta Bionics Announces Pricing of Public Offering of Common Stock and Pre-Funded Warrants

IRVINE, Calif., Sept. 15, 2026 – Beta Bionics, Inc. (Nasdaq: BBNX) today announced the pricing of an underwritten public offering of 7,652,175 shares of its common stock at a price to the public of $17.25 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase 1,043,484 shares of common stock at a purchase price of $17.2499 per share, which equals the public offering price per share of the common stock less the $0.0001 exercise price per share of each pre-funded warrant. The gross proceeds from this offering are expected to be $150.0 million, before deducting underwriting discounts and commissions and offering expenses payable by Beta Bionics. The offering is expected to close on or about September 17, 2026, subject to customary closing conditions. In addition, Beta Bionics has granted the underwriters for the offering a 30-day option to purchase up to 1,304,348 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.

Beta Bionics expects to use the net proceeds from this offering for general corporate purposes, which may include costs associated with the commercialization of Mint^TM, including expansion of Beta Bionics’ manufacturing facilities, research and development and clinical development, investment in product enhancements, potential strategic opportunities and working capital and operating expenses.

J.P. Morgan, Piper Sandler, Wells Fargo Securities and Leerink Partners are acting as the joint book-running managers for the offering.

The shares of common stock and pre-funded warrants described above are being offered by Beta Bionics pursuant to a shelf registration statement on Form S-3 that was filed by Beta Bionics with the Securities and Exchange Commission (SEC) on February 24, 2026 and automatically became effective upon filing. A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus related to this offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or from Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; or from Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, by telephone at 800-645-3751 (option #5), by email at WFScustomerservice@wellsfargo.com; or from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com.

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 state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Beta Bionics

Beta Bionics, Inc. is a commercial-stage medical device company engaged in the design, development, and commercialization of innovative solutions to improve the health and quality of life of insulin-requiring people with diabetes (PWD) by utilizing advanced adaptive closed-loop algorithms to simplify and improve the treatment of their disease. The iLet Bionic Pancreas is the first FDA-cleared insulin delivery device that autonomously determines every insulin dose and offers the potential to substantially improve overall outcomes across broad populations of PWD.

Cautionary Note on Forward-Looking Statements

Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties. These statements may be identified by introductory words such as “may,” “expects,” “goal,” “intend,” “will,” “would,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements include statements regarding Beta Bionics’ expectations with respect to the completion, timing and size of the public offering, and the use of proceeds from the offering. For such statements, Beta Bionics claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from Beta Bionics’ expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, changes in market conditions, the risk that the offering will not be consummated on the timing contemplated or otherwise, and the satisfaction of customary closing conditions related to the offering, as well as the risks and uncertainties discussed in the preliminary prospectus supplement for the offering and other risks and uncertainties disclosed in Beta Bionics’ filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as updated by its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on July 29, 2026, and other filings that Beta Bionics may make from time to time with the SEC. These forward-looking statements represent Beta Bionics’ judgment as of the time of this release. Beta Bionics disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Investor Relations:

Blake Beber

Head of Investor Relations

ir@betabionics.com

Media and Public Relations:

Felicia Sanborn

Vice President of Marketing

media@betabionics.com

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 8.9 KB
• EX-99.2 EX-99.2 9.3 KB

Other Documents

• EX-1.1 EX-1.1 361.7 KB
• EX-4.1 EX-4.1 81.9 KB
• EX-5.1 EX-5.1 14.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB