Climb Bio sets up $100M at-the-market stock sale
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.
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Form Type
8-K
Rhea-AI Filing Summary
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.
8-K Event Classification
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, or exhibit attachments filed with this report.
Key Figures
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
Key Terms
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stock sale program did Climb Bio (CLYM) establish with Jefferies?
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.
How much stock can Climb Bio (CLYM) sell under the new Jefferies ATM?
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.
What fees will Climb Bio (CLYM) pay Jefferies for ATM sales?
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.
What happened to Climb Bio’s prior Oppenheimer ATM program?
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.
Are Climb Bio (CLYM) ATM sale proceeds guaranteed by this agreement?
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.
Under what registration is Climb Bio’s new ATM program being conducted?
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
