Enanta (NASDAQ: ENTA) arranges $75M at-the-market sale deal

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8-K Event Classification

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Key Terms

What did Enanta Pharmaceuticals (ENTA) announce in this 8-K filing?

How large is Enanta Pharmaceuticals’ new at-the-market offering program?

What role does Jefferies LLC play in Enanta’s $75 million stock program?

Is Enanta Pharmaceuticals required to sell shares under this at-the-market agreement?

Under which registration statement will Enanta’s at-the-market shares be issued?

What fees will Enanta pay Jefferies for selling its common stock?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Enanta Pharmaceuticals entered an Open Market Sale Agreement with Jefferies LLC that allows it to sell up to $75,000,000 of common stock from time to time through an at-the-market program. Shares will be issued under Enanta’s effective Form S-3 shelf registration and a July 2, 2026 prospectus supplement.

Jefferies will act as sales agent and use commercially reasonable efforts to place shares on Nasdaq or other markets, earning a commission of up to 3.0% of the gross sales price per share. Enanta is not obligated to sell any shares, and the arrangement can be terminated in accordance with the agreement’s terms.

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

ATM program size: $75,000,000 aggregate offering price Sales agent commission: up to 3.0% of gross sales price per share Shelf registration filing date: February 11, 2026 +2 more

5 metrics

ATM program size $75,000,000 aggregate offering price Common stock under Open Market Sale Agreement

Sales agent commission up to 3.0% of gross sales price per share Paid to Jefferies LLC on shares sold

Shelf registration filing date February 11, 2026 Form S-3 filed with SEC

Shelf registration effective date February 20, 2026 Form S-3 declared effective

Prospectus supplement date July 2, 2026 Prospectus supplement for at-the-market shares

Open Market Sale Agreement, at the market offering, shelf registration statement, prospectus supplement, +1 more

5 terms

Open Market Sale Agreement financial

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

A contract that lets a shareholder or issuer authorize a broker to sell stock into the public market over time rather than to one specific buyer. Think of it like hiring a salesperson to quietly sell items from your garage in small batches so you don’t crash the price; for investors it matters because it increases supply and liquidity, can put downward pressure on the share price, and signals an upcoming flow of shares into the market.

at the market offering financial

"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 regulatory

"previously filed and currently effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The Corporation filed a prospectus supplement dated July 2, 2026 with the Commission"

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.

Rule 415(a)(4) regulatory

"“at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:57 PM Accepted by SEC EDGAR 07/02/2026 - 04:56 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): July 2, 2026

ENANTA PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-35839	04-3205099
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Kingsbury Avenue

Watertown, Massachusetts

02472

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 607-0800

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 $0.01 per share	ENTA	Nasdaq Global Select 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 July 2, 2026, Enanta Pharmaceuticals, Inc. (the “Corporation”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC, as sales agent (the “Agent”), pursuant to which the Corporation may offer and sell shares (the “Shares”) of its common stock, $0.01 par value per share (“Common Stock”), from time to time through the Agent.

The Common Stock is being offered and sold pursuant to the Corporation’s previously filed and currently effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “Commission”) on February 11, 2026 and declared effective on February 20, 2026, containing a base prospectus (Registration Statement No. 333-293390). The Corporation filed a prospectus supplement dated July 2, 2026 with the Commission in connection with the offer and sale of the Shares. Pursuant to the prospectus supplement, the Corporation may offer and sell Shares having an aggregate offering price of up to $75,000,000.

Sales of the Shares through the Agent, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, without limitation, sales made directly on The Nasdaq Global Select Market or any other existing trading market for the Common Stock. The Agent will use commercially reasonable efforts to sell Common Stock from time to time, based upon instructions from the Corporation (including any price, time or size limits or other parameters or conditions the Corporation may impose). The Corporation has no obligation to sell any of the Shares under the Sales Agreement.

The Corporation will pay the Agent a commission of up to 3.0% of the gross sales price per share of Common Stock sold through the Agent under the Sales Agreement. The Corporation has also provided the Agent with customary indemnification rights.

The offering of Common Stock pursuant to the Sales Agreement will terminate upon termination of the Sales Agreement in accordance with its terms.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The opinion of Foley Hoag LLP regarding the Common Stock to be sold under the Sales Agreement is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Description

1.1		Open Market Sale Agreement^SM dated July 2, 2026, by and between Enanta Pharmaceuticals, Inc. and Jefferies LLC

5.1		Opinion of Foley Hoag LLP

23.1		Consent of Foley Hoag LLP (included in Exhibit 5.1)

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.

Source: View Original Filing on SEC EDGAR

Enanta Pharmaceuticals entered an Open Market Sale Agreement with Jefferies LLC to sell up to $75,000,000 of common stock. Shares may be sold from time to time under an existing Form S-3 shelf registration and a new prospectus supplement dated July 2, 2026.

The at-the-market program permits Enanta to sell common stock with an aggregate offering price of up to $75,000,000. These sales will be made under its effective Form S-3 shelf registration and a July 2, 2026 prospectus supplement, providing flexibility to issue shares over time.

Jefferies LLC serves as sales agent under the Open Market Sale Agreement, using commercially reasonable efforts to sell Enanta common stock. It may execute at-the-market transactions on Nasdaq or other markets and will receive a commission of up to 3.0% of the gross sales price per share.

Enanta has no obligation to sell any shares under the Open Market Sale Agreement. The company may choose to sell common stock from time to time, within the $75,000,000 aggregate limit, and the offering will end when the agreement is terminated according to its terms.

The shares will be issued under Enanta’s effective shelf registration statement on Form S-3, Registration Statement No. 333-293390. That registration was filed in February 2026 and supports a base prospectus, supplemented by a July 2, 2026 prospectus for this program.

Enanta will pay Jefferies a commission of up to 3.0% of the gross sales price per share sold through the at-the-market program. The company has also granted Jefferies customary indemnification rights in connection with acting as sales agent under the Open Market Sale Agreement.

Date: July 2, 2026

ENANTA PHARMACEUTICALS, INC.

/s/ Jay R. Luly, Ph.D.

Jay R. Luly, Ph.D.

President and Chief Executive Officer

5 documents