| Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 16, 2025, C4 Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Evercore Group L.L.C. (collectively, the “Underwriters”), related to an underwritten offering (the “Offering”) of (i) 21,895,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) in lieu of Common Stock to certain investors, pre-funded warrants to purchase an aggregate of 28,713,500 shares of Common Stock (the “Pre-Funded Warrants”), (iii) accompanying Class A warrants to purchase an aggregate of 50,608,500 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Class A Warrants,” and together with the Class B Warrants (as defined below), the “Class A and Class B Warrants”), and (iv) accompanying Class B warrants to purchase an aggregate of 50,608,500 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Class B Warrants,” and together with the Pre-Funded Warrants and the Class A Warrants, the “Warrants,” and the Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). Each Share was offered and sold together with accompanying Class A and Class B Warrants at a combined offering price of $2.47 per Share and accompanying Class A and Class B Warrants, and each Pre-Funded Warrant was offered and sold together with accompanying Class A and Class B Warrants at a combined offering price of $2.4699 per Pre-Funded Warrant and accompanying Class A and Class B Warrants, which is equal to the combined offering price per Share and accompanying Class A and Class B Warrants less the $0.0001 exercise price of each Pre-Funded Warrant. All of the Shares and the Warrants in the Offering were sold by the Company.
The Company estimates that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company and excluding any cash proceeds received from the exercise of the Warrants, will be approximately $117.0 million. These net proceeds will extend the Company’s cash runway to the end of 2028. If all Warrants are cash exercised in full, the aggregate net proceeds to C4T from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be $341.7 million. The Offering is expected to close on October 17, 2025, subject to customary closing conditions.
Each Pre-Funded Warrant has an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may be exercised at any time after the date of issuance by cash or cashless exercise, at the holder’s election, until all of the Pre-Funded Warrants are exercised in full, subject to the Beneficial Ownership Limitation described below. The Pre-Funded Warrants do not expire.
Each Class A Warrant has an initial exercise price per share of $2.22, subject to certain adjustments, and are exercisable immediately and will expire on the earlier of (i) 30 calendar days following the public release of nine-month median follow-up data from any expansion cohort in the Company’s planned Phase 1b study of cemsidomide with elranatamab and (ii) the fifth anniversary of the date of issuance. Each Class B Warrant has an initial exercise price per share of $2.22, subject to certain adjustments, are exercisable immediately and expire on the fifth anniversary of the date of issuance; provided that the Company may require the mandatory exercise of the Class B Warrants on or after the six-month anniversary of the date of issuance and so long as the per share closing price of the Common Stock on The Nasdaq Global Select Market on each of the ten consecutive trading days prior to the date of the Company’s notice of mandatory exercise is above $6.66, subject to certain adjustments. The Class A and Class B Warrants are exercisable solely by means of a cash exercise; provided that, if, at the time a holder exercises its Class A Warrants, there is no effective registration statement registering, with a current prospectus available for, the issuance of the shares of Common Stock underlying such Class A or Class B Warrant or prior consent has been provided by the Company, then a holder may, elect to exercise such warrant through cashless exercise pursuant to the terms of the applicable warrant agreement. If the Company consents to a cashless exercise for a holder of Class A or Class B Warrants, a similar allowance for cashless exercise shall be provided to all holders of the same class of warrants.
Under the Warrants, the Company may not effect the exercise of any Warrant, and a holder will not be entitled to exercise any portion of any Warrant (i) if immediately prior to the exercise, the holder (together with its affiliates), beneficially owns an aggregate number of shares of Common Stock greater than 4.99% or 9.99%, as applicable (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company without taking into account any Warrant Shares, or (ii) to the extent that immediately following the exercise, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares of Common Stock, which such percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon 61 days’ notice to the Company (the “Beneficial Ownership Limitation”). In the event that the Company requires the mandatory exercise of the Class B Warrants, to the extent that the holder would own more than the Beneficial Ownership Limitation, the holder would receive a Pre-Funded Warrant for those number of shares of Common Stock which would cause the holder to exceed than the Beneficial Ownership Limitation.
