Dyne Therapeutics prices $375M stock offering
Dyne Therapeutics entered into an underwriting agreement for an underwritten public offering of 18,300,000 shares of common stock at a public price of $20.50 per share, with underwriters purchasing at $19.27 per share.
Rhea-AI Filing Summary
Dyne Therapeutics entered into an underwriting agreement for an underwritten public offering of 18,300,000 shares of common stock at a public price of $20.50 per share, with underwriters purchasing at $19.27 per share. The company also granted the underwriters a 30‑day option to buy up to 2,745,000 additional shares at the public price less underwriting discounts and commissions.
The company estimates net proceeds of approximately $352.1 million, or approximately $405.0 million if the option is fully exercised, after underwriting discounts and estimated expenses. The offering is being made under an automatically effective shelf registration statement on Form S‑3, with closing expected on or about July 23, 2026, subject to customary conditions. Dyne believes these net proceeds, together with existing cash, cash equivalents and marketable securities and a $50.0 million term loan tranche borrowed from Hercules Capital in June 2026, will enable it to fund operating expenses, debt service obligations and capital expenditures into the second quarter of 2028, while cautioning that this forward‑looking runway estimate depends on various assumptions and risks.
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Filing Explained
The $375 million headline is gross; estimated net proceeds are $352.1 million, while the share issuance remains pending closing.
Dyne Therapeutics has signed an underwriting agreement to sell
The press-release headline’s
The additional
At
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
prospectus supplement regulatory
shelf registration statement regulatory
Loan and Security Agreement financial
forward-looking statements regulatory
FAQ
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What are the key terms of Dyne Therapeutics (DYN) July 2026 stock offering?
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How does the July 2026 equity raise affect Dyne Therapeutics (DYN) cash runway?
Who is underwriting Dyne Therapeutics (DYN) public offering and how is it structured?
What is the role of the Hercules loan in Dyne Therapeutics (DYN) financing plan?
Under which registration statement is Dyne Therapeutics (DYN) conducting this offering?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 1.01. Entry Into a Material Definitive Agreement.
On July 21, 2026, Dyne Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 18,300,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). All of the Underwritten Shares are being sold by the Company. The public offering price of the Underwritten Shares is $20.50 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $19.27 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 2,745,000 shares of Common Stock (the “Option Shares” and together with the Underwritten Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.
The Company estimates that the net proceeds from the Offering will be approximately $352.1 million, or approximately $405.0 million if the Underwriters exercise in full their option to purchase the Option Shares, in each case, after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares will be issued pursuant to a prospectus supplement dated July 21, 2026, and an accompanying base prospectus that form a part of the registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2024 (File No. 333-277655), which was automatically effective upon filing. The closing of the Offering is expected to take place on or about July 23, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting 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 Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
Pricing of Public Offering
The full text of the press release issued on July 21, 2026, announcing the pricing of the Offering, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cash Runway
The Company believes that the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, including the third term loan tranche of $50.0 million that it borrowed under the Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) in June 2026, will enable the Company to fund its operating expenses, debt service obligations and capital expenditure requirements into the second quarter of 2028. The Company has based its estimates on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects. This estimate does not give effect to any additional funding tranches the Company may obtain access to under the Loan Agreement with Hercules, subject to the achievement of specified clinical, regulatory and commercial milestones, and does not give effect to any revenue the Company may generate on commercial sales of any products for which the Company obtains regulatory approval.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K, including the anticipated net proceeds from the Offering, the anticipated closing date of the Offering, the Company’s anticipated cash runway and the Company’s ability to achieve any of the specified clinical, regulatory or commercial milestones under its Loan Agreement with Hercules, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” or “would,” or the negative of these terms, or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. 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. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including: uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering, uncertainties inherent in the identification and development of product candidates, including the initiation and completion of preclinical studies and clinical trials; uncertainties as to the availability and timing of results from preclinical studies and clinical trials; the timing of and the Company’s ability to enroll patients in clinical trials; whether results from preclinical studies and data from clinical trials will be predictive of the final results of the clinical trials or other trials; whether data from clinical trials will support submission for regulatory approvals; uncertainties as to the U.S. Food and Drug Administration’s and other regulatory authorities’ interpretation of the data from the Company’s clinical trials and acceptance of the Company’s clinical programs and as to the regulatory approval process for the Company’s product candidates; whether the Company’s cash resources will be sufficient to fund its foreseeable and unforeseeable operating expenses, debt service obligations and capital expenditure requirements; the Company’s ability to comply with the restrictive covenants under the Loan Agreement with Hercules; the Company’s ability to satisfy interest and principal payments under the Loan Agreement with Hercules; as well as the risks and uncertainties discussed in the “Risk Factors” section contained in the preliminary prospectus supplement related to the Offering filed with the SEC on July 21, 2026, and the Company’s quarterly and annual reports on file with the SEC. 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. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated July 21, 2026, by and among the Company and Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1 above) | |
| 99.1 | Press Release of Dyne Therapeutics, Inc., dated July 21, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DYNE THERAPEUTICS, INC. | ||||||
| Date: July 22, 2026 | By: | /s/ John G. Cox | ||||
| Name: | John G. Cox | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Dyne Therapeutics Announces Pricing of Upsized $375 Million Public Offering of
Common Stock
WALTHAM, Mass., July 21, 2026 (GLOBE NEWSWIRE) -- Dyne Therapeutics, Inc. (Nasdaq: DYN), a clinical-stage company focused on delivering functional improvement for people living with genetically driven neuromuscular diseases, today announced the pricing of an upsized underwritten public offering of 18,300,000 shares of its common stock at a public offering price of $20.50 per share. The gross proceeds to Dyne from the offering, before deducting underwriting discounts and commissions and offering expenses payable by Dyne, are expected to be $375,150,000. All shares in the offering are being sold by Dyne. The offering is expected to close on or about July 23, 2026, subject to customary closing conditions. In addition, Dyne has granted the underwriters a 30-day option to purchase up to an additional 2,745,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions.
Morgan Stanley, Jefferies and Evercore ISI are acting as joint book-running managers for the offering. LifeSci Capital and Raymond James are also acting as joint book-running managers for the offering. Jones is acting as lead manager for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (“SEC”) on March 5, 2024 and became automatically effective upon filing. This offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; LifeSci Capital LLC, Attention: LifeSci Capital LLC, 1700 Broadway, 40th Floor, New York, NY 10019, or by email at legalnotices@lifescicapital.com; or Raymond James & Associates, Inc., at 880 Carillon Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate, by calling toll-free at 1-800-248-8863, or emailing at prospectus@raymondjames.com.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Dyne Therapeutics
Dyne Therapeutics is focused on delivering functional improvement for people living with genetically driven neuromuscular diseases. We are developing therapeutics that target muscle and the central nervous system (CNS) to address the root cause of disease. The company is advancing clinical programs for Duchenne muscular dystrophy (DMD) and myotonic dystrophy type 1 (DM1), as well as preclinical programs for facioscapulohumeral muscular dystrophy (FSHD), Pompe disease and multiple DMD mutations. At Dyne, we are on a mission to deliver functional improvement for individuals, families and communities.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this press release, including statements relating to the anticipated closing date of the public offering, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” or “would,” or the negative of these terms, or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Dyne 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. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including the risks and uncertainties related to the satisfaction of customary closing conditions for the public offering and other factors discussed in the “Risk Factors” section of the preliminary prospectus supplement filed with the SEC on July 21, 2026, as well as the risks and uncertainties identified in Dyne’s filings with the SEC, including Dyne’s most recent Form 10-Q and in subsequent filings Dyne may make with the SEC. In addition, the forward-looking statements included in this press release represent Dyne’s views as of the date of this press release. Dyne anticipates that subsequent events and developments will cause its views to change. However, while Dyne may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Dyne’s views as of any date subsequent to the date of this press release.
Contacts:
Investors
Mia Tobias
ir@dyne-tx.com
781-317-0353
Media
Stacy Nartker
snartker@dyne-tx.com
781-317-1938