Climb Bio (NASDAQ: CLYM) launches $100M ATM with Jefferies, ends prior Oppenheimer deal

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What stock sale program did Climb Bio (CLYM) establish with Jefferies?

How much stock can Climb Bio (CLYM) sell under the new Jefferies ATM?

What fees will Climb Bio (CLYM) pay Jefferies for ATM sales?

What happened to Climb Bio’s prior Oppenheimer ATM program?

Are Climb Bio (CLYM) ATM sale proceeds guaranteed by this agreement?

Under what registration is Climb Bio’s new ATM program being conducted?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Climb Bio, Inc. entered an Open Market Sale Agreement with Jefferies LLC that allows it to sell shares of common stock with an aggregate offering price of up to $100.0 million through an at-the-market program under its existing Form S-3 shelf registration.

Sales, if made, will occur from time to time on the Nasdaq Global Market or otherwise at prevailing market prices, with Jefferies earning up to 3.0% of the gross sales price per share. Climb Bio also terminated its prior Equity Distribution Agreement with Oppenheimer, which had provided for up to $22.35 million of potential sales but resulted in no shares being sold before termination.

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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, and exhibit attachments filed with this report.

ATM capacity with Jefferies: $100.0 million Jefferies commission rate: up to 3.0% of gross sales price Prior Oppenheimer ATM capacity: $22.35 million +3 more

6 metrics

ATM capacity with Jefferies $100.0 million Aggregate offering price of common stock under Open Market Sale Agreement

Jefferies commission rate up to 3.0% of gross sales price Compensation per share sold under the Sales Agreement

Prior Oppenheimer ATM capacity $22.35 million Aggregate offering price available under terminated Equity Distribution Agreement

Shares sold under Oppenheimer ATM 0 shares Total common stock sold before termination of Distribution Agreement

Shelf registration form Form S-3, File No. 333-283166 Registration statement declared effective November 22, 2024

Termination date of Oppenheimer ATM June 11, 2026 Effective date of termination of the Distribution Agreement

Open Market Sale Agreement℠, at the market offering, shelf Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

Open Market Sale Agreement℠ financial

"entered into an Open Market Sale Agreement℠ (the “Sales Agreement”) with Jefferies LLC"

at the market offering financial

"sales deemed to be an “at the market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf Registration Statement on Form S-3 regulatory

"under the Company’s existing shelf Registration Statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"filed a prospectus supplement (the “Prospectus Supplement”) relating to the Sales Agreement"

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.

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/12/2026 - 04:36 PM

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): June 11, 2026

CLIMB BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40708

83-2273741

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

20 William Street, Suite 145

Wellesley Hills, Massachusetts

02481

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 857-2596

Not Applicable

(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 (see General Instruction A.2. below):

☐	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 $0.0001 per share

CLYM

The Nasdaq Stock Market LLC

(The 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 1.01

Entry into a Material Definitive Agreement.

On June 12, 2026, Climb Bio, Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale Agreement℠ (the “Sales Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company may offer and sell shares of its common stock, $0.0001 par value per share (the “Common Stock”), from time to time through Jefferies. The Company has also filed a prospectus supplement (the “Prospectus Supplement”) relating to the Sales Agreement with the Securities and Exchange Commission (the “SEC”) under the Company’s existing shelf Registration Statement on Form S-3 (File No. 333-283166), which was declared effective on November 22, 2024 (the “Registration Statement”). Pursuant to the Prospectus Supplement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $100.0 million under the Sales Agreement (the “Shares”).

Sales of the Shares, if any, under the Prospectus Supplement may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made in ordinary brokers’ transactions on the Nasdaq Global Market or otherwise at market prices prevailing at the time of sale. Jefferies is not required to sell any specific number or dollar amount of securities but will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between Jefferies and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The compensation to Jefferies for sales of the Shares sold pursuant to the Sales Agreement will be an amount of up to 3.0% of the gross sales price per Share sold under the Sales Agreement. The proceeds the Company receives from sales of the Shares, if any, will depend on the number of Shares actually sold and the offering price of such Shares. The Sales Agreement contains customary representations, warranties, covenants and agreements, indemnification obligations of the Company and Jefferies, including for liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and termination provisions. The representations, warranties and covenants contained in the Sales 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 Sales Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 hereto.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 8.01

Other Events.

As previously disclosed, on March 25, 2025, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., as agent (“Oppenheimer”), pursuant to which the Company could offer and sell shares of Common Stock from time to time through Oppenheimer (the “Oppenheimer ATM Offering”). The Company filed a prospectus supplement with the SEC on March 25, 2025, in connection with the Oppenheimer ATM Offering (the “Oppenheimer Prospectus Supplement”), under the Registration Statement. Pursuant to the Oppenheimer Prospectus Supplement, the Company could offer and sell shares of Common Stock having an aggregate offering price of up to $22.35 million under the Distribution Agreement.

The Company terminated the Distribution Agreement effective as of June 11, 2026. The Company did not incur any termination penalties as a result of the termination of the Distribution Agreement. As of the effective date of the termination of the Distribution Agreement, the Company had sold no shares of Common Stock pursuant to the Distribution Agreement. The $22.35 million of shares of Common Stock that had been available for sale pursuant to the Oppenheimer Prospectus Supplement remained unsold at the time of its termination. The termination of the Distribution Agreement terminated any future sales of Common Stock through the Oppenheimer ATM Offering pursuant to the Oppenheimer Prospectus Supplement.

A copy of the Distribution Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2025.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

1.1		Open Market Sale Agreement^SM, dated June 12, 2026, by and between Climb Bio, Inc. and Jefferies LLC

5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Climb Bio entered an Open Market Sale Agreement with Jefferies LLC, enabling at-the-market sales of common stock. The company can sell shares with an aggregate offering price of up to $100.0 million under its existing Form S-3 shelf registration.

Climb Bio may sell shares of common stock with an aggregate offering price of up to $100.0 million. These sales occur from time to time at prevailing market prices through Jefferies as sales agent, under a prospectus supplement to its Form S-3 shelf.

For shares sold under the Open Market Sale Agreement, Climb Bio will pay Jefferies a commission of up to 3.0% of the gross sales price per share. Jefferies is not obligated to sell a specific number or dollar amount of shares.

Climb Bio terminated its Equity Distribution Agreement with Oppenheimer effective June 11, 2026. That program allowed up to $22.35 million of common stock sales, but the company sold no shares before termination and incurred no termination penalties on ending the arrangement.

Proceeds are not guaranteed, because actual proceeds depend on whether Climb Bio chooses to sell shares and at what prices. Jefferies will use commercially reasonable efforts as sales agent but is not required to place a specific number or amount of shares.

The at-the-market program with Jefferies operates under Climb Bio’s existing shelf Registration Statement on Form S-3, File No. 333-283166, which was declared effective on November 22, 2024, and is further detailed in a filed prospectus supplement.

Climb Bio, Inc.

Date: June 12, 2026

/s/ Aoife Brennan

Aoife Brennan, M.B., Ch.B.

President and Chief Executive Officer

5 documents