Climb Bio (CLYM) secures $110M private placement with institutional investors

Rhea-AI Filing Summary

Climb Bio, Inc. entered into a securities purchase agreement for a private placement of its common equity. The company is selling 9,481,000 common shares at $9.50 per share and pre-funded warrants to purchase 2,106,000 shares at $9.4999 per warrant, for aggregate gross proceeds of about $110.0 million before fees.

Each pre-funded warrant is immediately exercisable at $0.0001 per share, subject to beneficial ownership limits generally at 4.99% or 9.99%, and up to 33.0% for RA Capital, with an overall cap of 19.99% for other holders. Climb Bio also agreed to register the resale of the new shares and warrant shares within 45 days after closing, and states that existing cash plus anticipated net proceeds are expected to support continued execution toward late-stage development of its immune-mediated disease pipeline.

Insights

Biotech equity financing analyst

Climb Bio secures a sizable $110M private financing to support late-stage work.

Climb Bio plans to raise about $110.0 million through a private placement of 9,481,000 common shares and 2,106,000 pre-funded warrants. Pricing near $9.50 per share suggests a conventional structure for institutional biotech financing.

The warrants are immediately exercisable at a token $0.0001 strike but constrained by beneficial ownership caps, including 33.0% for RA Capital, which can limit concentration while still enabling participation. The company states that cash plus anticipated net proceeds should allow continued execution toward late-stage development of budoprutug and CLYM116.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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.

Key Figures

Private placement gross proceeds: $110.0 million Common shares sold: 9,481,000 shares Pre-funded warrants: 2,106,000 warrants +5 more

8 metrics

Private placement gross proceeds $110.0 million Aggregate gross proceeds before fees

Common shares sold 9,481,000 shares Common stock in private placement

Pre-funded warrants 2,106,000 warrants Pre-funded warrants for common stock

Share purchase price $9.50 per share Common stock in private placement

Pre-funded warrant price $9.4999 per warrant Upfront price per pre-funded warrant

Warrant exercise price $0.0001 per share Exercise price for pre-funded warrants

Standard ownership caps 4.99% / 9.99% / 19.99% Beneficial ownership limits for most holders

RA Capital ownership limit 33.0% Beneficial ownership and voting cap for RA Capital

Key Terms

Pre-Funded Warrant, Registration Rights Agreement, Rule 144, accredited investors, +2 more

6 terms

Pre-Funded Warrant financial

"pre-funded warrants to purchase 2,106,000 shares of the Company’s common stock (the “Pre-Funded Warrants”)"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Registration Rights Agreement regulatory

"the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Rule 144 regulatory

"without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

accredited investors financial

"a select group of institutional accredited investors to sell securities in a private placement"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

beneficially owned financial

"the aggregate number of shares of common stock beneficially owned by the holder"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

immune-mediated diseases medical

"developing therapeutics for immune-mediated diseases, including those affecting kidney health"

Understanding 8-K Material Events →

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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): April 27, 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:

☐ 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.

Securities Purchase Agreement

On April 27, 2026, Climb Bio, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Investors”), including an affiliate of RA Capital Management (“RA Capital”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 9,481,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a price of $9.50 per Share and, to certain Investors in lieu of Shares, pre-funded warrants to purchase 2,106,000 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a price of $9.4999 per Pre-Funded Warrant (the “Private Placement”).

The Private Placement is expected to close on or about April 29, 2026, subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $110.0 million, before deducting placement agent fees and offering expenses.

Leerink Partners LLC and Piper Sandler and Co. are acting as lead placement agents in the Private Placement. Raymond James & Associates, Inc., BTIG, LLC, Robert W. Baird & Co. Incorporated, and H.C. Wainwright & Co., LLC are also acting as placement agents in the Private Placement.

The Company has granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreement.

Pre-Funded Warrants

Each Pre-Funded Warrant to be issued in the Private Placement will have an exercise price of $0.0001 per share, will be exercisable immediately and will be exercisable until the Pre-Funded Warrant is exercised in full.

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any portion of such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any such Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed 4.99% or 9.99%, at the option of the holder (or 33.0%, in the case of RA Capital), of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Pre-Funded Warrant, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company, subject to the terms of such Pre-Funded Warrant, provided that such percentage may in no event exceed 19.99% (or 33.0%, in the case of RA Capital). In addition, the shares issuable upon exercise of the Pre-Funded Warrants issued and sold to RA Capital will be subject to the terms of the Exchange Agreement (the “Exchange Agreement”), dated as of December 11, 2025, among the Company, RA Capital Management, L.P. and an entity affiliated with RA Capital. As previously disclosed, pursuant to the Exchange Agreement, RA Capital agreed to, and to cause each other account or fund managed by or affiliated with RA Capital to, vote all securities beneficially owned by them or their respective affiliates in excess of 33.0% of the total voting power of the outstanding capital stock of the Company, in proportion to and in accordance with the vote of all stockholders of the Company (excluding RA Capital and its affiliates).

Registration Rights Agreement

Pursuant to the Securities Purchase Agreement, the Company has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors in connection with the closing of the Private Placement and under which the Company will agree to register for resale the Shares and the shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares” and, together with the Shares, the “Registrable Securities”). Under the Registration Rights Agreement, the Company will agree to file a registration statement covering the resale by the Investors of their Registrable Securities as promptly as reasonably

practicable and in any event no later than 45 days following the closing of the Private Placement (the “Filing Deadline”). The Company will also agree to use reasonable best efforts to cause such registration statement to be declared effective at the earliest possible date and to keep such registration statement effective until the earlier of (i) the date on which the Investors shall have resold all the Registrable Securities covered thereby; and (ii) the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act (“Rule 144”), without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect. Under the Registration Rights Agreement, the Company will be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities and may be required to pay specified liquidated damages to the Investors in the event the Company does not meet certain specified deadlines for filing, bringing effective and keeping effective a resale registration statement covering the Registrable Securities.

The Company will grant the Investors customary indemnification rights in connection with the registration statement. The Investors will grant the Company customary indemnification rights in connection with the registration statement.

The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the form of Pre-Funded Warrant and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2 hereto, respectively, and incorporated by reference herein.

The material terms and conditions of the Exchange Agreement were described in Item 1.01 of the Current Report on Form 8-K filed by the Company on December 11, 2025 (the “Prior Report”), which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Exchange Agreement, which was filed as Exhibit 10.1 to the Prior Report.

The representations, warranties and covenants contained in the Securities Purchase Agreement and the form of Registration Rights Agreement are made solely for the benefit of the parties thereto and the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Shares and the Pre-Funded Warrants is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Shares and Pre-Funded Warrants have not been registered under the Securities Act or any state securities laws, and the Shares and Pre-Funded Warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. The Investors represented that they are institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and that they are acquiring the Shares or Pre-Funded Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares and Pre-Funded Warrants in violation of the United States federal securities laws.

Item 8.01 Other Events.

Press Release

On April 28, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Cash Runway

Based on the Company’s current operating plans, the Company estimates that its cash, cash equivalents and marketable securities, together with the anticipated net proceeds from the Private Placement, will facilitate continued execution towards late-stage development.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the anticipated closing of the Private Placement; the anticipated proceeds from the Private Placement; the anticipated timing for filing of a registration statement to register the resale of the Registrable Securities to be issued and sold in the Private Placement; the sufficiency of the Company’s cash resources for the period anticipated; future expectations, plans and prospects for the Company; and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” “will,” “working,” and similar expressions. Forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, important risks and uncertainties associated with: the ability of the Company to timely and successfully achieve or recognize the anticipated benefits of its technology transfer and exclusive license agreement with Beijing Mabworks Biotech Co., Ltd.; changes in applicable laws or regulation; the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; the Company’s ability to advance budoprutug and CLYM116 on the timelines expected or at all and to obtain and maintain necessary approvals from the U.S. Food and Drug Administration and other regulatory authorities; obtaining and maintaining the necessary approvals from investigational review boards at clinical trial sites and independent data safety monitoring boards; replicating in clinical trials positive results found in early-stage clinical trials and nonclinical studies; competing successfully with other companies that are seeking to develop treatments for primary membranous nephropathy, immune thrombocytopenia, systemic lupus erythematosus, IgA nephropathy and other immune-mediated diseases; maintaining or protecting intellectual property rights related to budoprutug, CLYM116 and/or its other product candidates; the outcome of any legal proceedings or other disputes; managing expenses; and raising the substantial additional capital needed, on the timeline necessary, to continue development of budoprutug, CLYM116 and any other product candidates the Company may develop. For a discussion of other risks and uncertainties and other important factors, any of which could cause the Company’s actual results to differ materially from those contained in the forward-looking statements, see the “Risk Factors” section, as well as discussions of potential risks, uncertainties and other important factors, in the Company’s most recent filings with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1		Form of Pre-Funded Warrant
10.1		Securities Purchase Agreement, dated April 27, 2026, by and among the Company and the Investors party thereto
10.2		Form of Registration Rights Agreement
99.1		Press Release, dated April 28, 2026
104		Cover Page Interactive Data File (embedded within 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.

				CLIMB BIO, INC.
Date: April 28, 2026				By:		/s/ Aoife Brennan
				Name:		Aoife Brennan, M.B., Ch.B.
				Title:		President and Chief Executive Officer

Exhibit 99.1

Climb Bio, Inc. Announces $110.0 Million Private Placement

WELLESLEY HILLS, Mass., April 28, 2026 (GLOBE NEWSWIRE) — Climb Bio, Inc. (Nasdaq: CLYM), a clinical-stage biotechnology company developing therapeutics for immune-mediated diseases, today announced that it has entered into a securities purchase agreement with a select group of institutional accredited investors to sell securities in a private placement for aggregate gross proceeds of approximately $110.0 million, before deducting placement agent fees and other offering expenses. The private placement is expected to close on or about April 29, 2026, subject to the satisfaction of customary closing conditions.

The private placement included participation from new and existing shareholders including Adage Capital Partners, L.P., ADAR1 Capital Management, Affinity Asset Advisors, LLC, Ally Bridge Group, Cormorant Asset Management, Driehaus Capital Management, Great Point Partners, LLC, RA Capital Management, Redmile, Sirenia Capital Management LP, Woodline Partners LP, and other institutional investors.

Leerink Partners and Piper Sandler are acting as lead placement agents in the private placement. Raymond James, BTIG, Baird, and H.C. Wainwright & Co. are also acting as placement agents in the private placement.

In the private placement, the Company is selling an aggregate of 9,481,000 shares of common stock at a purchase price of $9.50 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 2,106,000 shares of common stock at a purchase price of $9.4999 per pre-funded warrant. Each pre-funded warrant will have an exercise price of $0.0001 per share and will be exercisable immediately subject to certain beneficial ownership limitations set by each holder, until exercised in full.

The securities being sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon exercise of the pre-funded warrants issued in the private placement no later than 45 days after the closing of the private placement.

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 offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Climb Bio, Inc.

Climb Bio, Inc. is a clinical-stage biotechnology company with a mission to deliver high impact, disease-modifying medicines for individuals living with immune-mediated diseases, including those affecting kidney health. The Company’s pipeline includes, budoprutug, an anti-CD19 monoclonal antibody that has potential to treat a broad range of B-cell mediated diseases, and CLYM116, an anti-APRIL monoclonal antibody being developed for IgA nephropathy.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the anticipated closing of the private placement; the anticipated proceeds from the private placement; the anticipated timing for filing of a registration statement to register the resale of the shares and shares issuable upon exercise of pre-funded warrants to be issued and sold in the private placement; future expectations, plans and prospects for the Company; and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” “will,” “working,” and similar expressions. Forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. The Company may not actually achieve the plans, intentions or

expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, important risks and uncertainties associated with: the ability of the Company to timely and successfully achieve or recognize the anticipated benefits of its technology transfer and exclusive license agreement with Beijing Mabworks Biotech Co., Ltd.; changes in applicable laws or regulation; the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; the Company’s ability to advance budoprutug and CLYM116 on the timelines expected or at all and to obtain and maintain necessary approvals from the U.S. Food and Drug Administration and other regulatory authorities; obtaining and maintaining the necessary approvals from investigational review boards at clinical trial sites and independent data safety monitoring boards; replicating in clinical trials positive results found in early-stage clinical trials and nonclinical studies; competing successfully with other companies that are seeking to develop treatments for primary membranous nephropathy, immune thrombocytopenia, systemic lupus erythematosus, IgA nephropathy and other immune-mediated diseases; maintaining or protecting intellectual property rights related to budoprutug, CLYM116 and/or its other product candidates; the outcome of any legal proceedings or other disputes; managing expenses; and raising the substantial additional capital needed, on the timeline necessary, to continue development of budoprutug, CLYM116 and any other product candidates the Company may develop. For a discussion of other risks and uncertainties and other important factors, any of which could cause the Company’s actual results to differ materially from those contained in the forward-looking statements, see the “Risk Factors” section, as well as discussions of potential risks, uncertainties and other important factors, in the Company’s most recent filings with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law.

Investors and Media

Carlo Tanzi, Ph.D.

Kendall Investor Relations

ctanzi@kendallir.com

FAQ

What did Climb Bio (CLYM) announce in its latest 8-K filing?

Climb Bio announced a private placement financing with institutional investors for aggregate gross proceeds of about $110.0 million. The deal combines new common shares and pre-funded warrants and is intended to support continued execution toward late-stage development of its immune-mediated disease pipeline.

How many Climb Bio (CLYM) shares and warrants are being sold in the private placement?

Climb Bio is selling 9,481,000 shares of common stock and pre-funded warrants to purchase 2,106,000 additional shares. This mix allows certain investors to use pre-funded warrants instead of stock while still providing the company with similar upfront proceeds at closing.

What are the pricing terms of Climb Bio’s (CLYM) private placement?

Common shares are priced at $9.50 each, and pre-funded warrants are priced at $9.4999 per warrant, with a nominal exercise price of $0.0001 per share. These terms effectively mirror share economics while using a warrant structure for certain investors.

Who participated in the Climb Bio (CLYM) private placement?

Participants include new and existing institutional investors such as Adage Capital Partners, RA Capital Management, Redmile, Cormorant Asset Management, Great Point Partners, and others. This broad syndicate reflects interest from multiple specialist healthcare and life sciences investment firms.

What are the beneficial ownership limits on Climb Bio’s pre-funded warrants?

Pre-funded warrant exercises are capped so holders generally cannot exceed 4.99% or 9.99% ownership, at their option, with an overall 19.99% cap. RA Capital has a higher limit of up to 33.0%, consistent with a separate exchange agreement governing its voting power.

How will Climb Bio (CLYM) handle registration of the new securities?

Climb Bio agreed to file a resale registration statement for the new shares and shares underlying the pre-funded warrants no later than 45 days after closing. The company will bear related expenses and aims to keep the registration effective until investors can sell under Rule 144 without volume limits.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 9.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 271.3 KB
• EX-10.2 EX-10.2 124.5 KB

Other Documents

• EX-4.1 EX-4.1 74.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB