[8-K] Clearside Biomedical, Inc. Reports Material Event

Rhea-AI Filing Summary

Clearside Biomedical announced a one-for-fifteen reverse stock split and a reduction in authorized common shares. The company will effect a 1-for-15 reverse split of its outstanding common stock and reduce authorized common shares from 400,000,000 to 26,666,666. The certificate amendment implementing these changes becomes effective at 5:00 p.m. Eastern Time on September 12, 2025. Stockholders approved a series of alternate amendments, including the reverse split and authorized-share reduction, at a Special Meeting on August 29, 2025, and the board adopted the specific 1-for-15 split and corresponding reduction on September 4, 2025.

Positive

• Board and stockholder approvals obtained for the reverse split and authorized-share reduction, indicating governance process was followed
• Clear effective date and time (5:00 p.m. ET on September 12, 2025), which supports orderly implementation and record-keeping

Negative

• Reverse stock split (1-for-15) will consolidate outstanding shares, which can reduce share count and may affect liquidity
• Authorized shares reduced sharply from 400,000,000 to 26,666,666, limiting the pool of additional shares available under the current authorization

Insights

Corporate Governance Expert

TL;DR: A board- and stockholder-approved 1-for-15 reverse split and sharp authorized-share reduction were set with a clear effective timestamp.

The company executed standard corporate procedures by filing a Certificate of Amendment to implement a one-for-fifteen reverse stock split and to reduce authorized common shares from 400,000,000 to 26,666,666. Stockholder approval for alternate amendments was obtained on August 29, 2025, and the board selected the specific 1-for-15 ratio on September 4, 2025. The amendment is scheduled to be effective at a precise time, which aids administrative clarity for transfer agents and record-keeping. This is a routine structural corporate action often used to consolidate share counts and adjust authorized capitalization.

Securities Analyst

TL;DR: The reverse split and authorized-share reduction are material capital-structure events that became effective on a set date.

The filing documents a material change to the company’s capital structure: a 1-for-15 reverse split of outstanding common stock and a reduction in authorized shares to 26,666,666. The company followed governance steps with stockholder approval at a Special Meeting and subsequent board adoption of the exact split ratio. The disclosure provides specific effective timing, which is important for share conversion mechanics, shareholder records, and post-split share-count calculations. No additional financial metrics or rationale were provided in the content.

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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): September 10, 2025

Clearside Biomedical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37783	45-2437375
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
900 North Point Parkway Suite 200
Alpharetta, Georgia				30005
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (678) 270-3631

(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, par value $0.001 per share		CLSD		The Nasdaq Stock Market LLC

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 Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2025, Clearside Biomedical, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock and a reduction in the total number of authorized shares of its common stock from 400,000,000 to 26,666,666 (the “Shares Reduction”). The Amendment will be effective at 5:00 p.m. Eastern Time on September 12, 2025. A series of alternate amendments to effect (i) a reverse stock split and (ii) a reduction in the total number of authorized shares of the Company’s common stock was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on August 29, 2025, and the specific one-for-fifteen (1-for-15) Reverse Stock Split and corresponding Shares Reduction was subsequently approved by the Company’s board of directors on September 4, 2025.

The Amendment provides that, at the effective time of the Amendment, every fifteen (15) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock and the authorized shares of the Company’s common stock will be reduced from 400,000,000 to 26,666,666, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and a proportionate increase in the exercise price of all such stock options. In addition, all outstanding restricted stock unit awards and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).

The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on September 15, 2025. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 185063203.

The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
104		Cover Page Interactive Data File (embedded with 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.

Date: September 11, 2025	CLEARSIDE BIOMEDICAL, INC.
	By:	/s/ Charles A. Deignan
	Name:	Charles A. Deignan
	Title:	Chief Financial Officer

FAQ

What does Clearside Biomedical (CLSD) say it will do to its shares?

The company will implement a 1-for-15 reverse stock split of its outstanding common stock and reduce authorized common shares from 400,000,000 to 26,666,666.

When does the reverse split and amendment take effect?

The Certificate of Amendment becomes effective at 5:00 p.m. Eastern Time on September 12, 2025.

Did Clearside get approval to make these changes?

Yes. Stockholders approved a series of alternate amendments at a Special Meeting on August 29, 2025, and the board approved the specific 1-for-15 split on September 4, 2025.

Does the filing provide financial reasons for the reverse split?

No. The provided content only describes the corporate action and approvals; it does not state any financial rationale or expected effects.

Will the number of authorized shares change after the amendment?

Yes. Authorized common shares will be reduced to 26,666,666 as specified in the Certificate of Amendment.