[8-K] ENANTA PHARMACEUTICALS INC Reports Material Event

Rhea-AI Filing Summary

Enanta Pharmaceuticals reported a material event in an 8-K that discloses an Underwriting Agreement dated September 30, 2025, legal opinion and consent from Foley Hoag LLP, and an embedded interactive cover page XBRL file. The filing restates standard forward-looking statement disclaimers and indicates the company will not update forward-looking statements except as required by law. The document is signed by Jay R. Luly, Ph.D., President and Chief Executive Officer, with a filing date of October 1, 2025.

Positive

• Underwriting Agreement executed on September 30, 2025, enabling an offering process
• Legal opinion and consent from Foley Hoag LLP are included, meeting customary counsel requirements
• Interactive XBRL cover page embedded, indicating machine-readable compliance

Negative

• None.

Insights

Capital Markets Counsel

TL;DR: The filing documents a formal underwriting agreement and standard legal deliverables that enable a securities offering process.

The disclosed Underwriting Agreement dated September 30, 2025 plus the opinion and consent from Foley Hoag LLP are typical prerequisites for completing a registered securities offering or shelf takedown. These items establish the legal framework under which an underwritten sale may proceed and show required counsel signoffs are in place.

Key dependencies include any prospectus supplement, subsequent quarter reports, and final pricing and underwriting conditions that are not detailed here. Monitor for a prospectus supplement or pricing notice to see transaction size and timing, which will determine investor dilution or proceeds.

Corporate Secretary / Compliance

TL;DR: The filing includes procedural disclosures and standard forward-looking statements language; no operational metrics were provided.

The document includes the customary forward-looking statements disclaimer and an Inline XBRL cover page, indicating regulatory compliance steps were completed for machine-readable filing. The signature by the CEO on October 1, 2025 authenticates the filing.

There are no disclosed financial amounts, offering size, or timetable in this notice. Expect subsequent filings (prospectus supplement or Form 424B/425) to supply material transaction specifics.

ENANTA PHARMACEUTICALS INC false 0001177648 0001177648 2025-09-30 2025-09-30

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): September 30, 2025

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 8.01 Other Events.

Public Offering

On September 30, 2025, Enanta Pharmaceuticals, Inc. (“Enanta”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, and Evercore Group L.L.C., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 6,500,000 shares of Enanta’s common stock, par value $0.01 per share (the “Common Stock”). The price to the public in the offering was $10.00 per share. In addition, Enanta granted the Underwriters an option, exercisable for 30 days, to purchase up to 975,000 additional shares of Common Stock at the public offering price, less the underwriting discounts and commissions.

The net proceeds to Enanta from the offering are expected to be approximately $60.6 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by Enanta and excluding any proceeds from the exercise of the underwriters’ option to purchase additional shares. The closing of the offering is expected to occur on October 2, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by Enanta, customary conditions to closing, indemnification obligations of Enanta and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 such parties.

The offering is being made pursuant to a shelf registration statement on Form S-3 and accompanying prospectus (File No. 333-275723), filed with the Securities and Exchange Commission (the “SEC”), and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Foley Hoag LLP relating to the legality of the issuance and sale of the shares of Common Stock in the offering is attached as Exhibit 5.1 hereto.

Forward Looking Statements

Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about Enanta’s expectations with respect to the completion of the offering and the expected net proceeds from the offering. Actual events or results may differ materially from Enanta’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering, and the impact of macroeconomic and geopolitical events. Additional factors that could cause actual results to differ materially from those stated or implied by Enanta’s forward-looking statements are disclosed in Enanta’s filings with the SEC, including in the section captioned “Risk Factors” in Enanta’s most recent Annual Report on Form 10-K and subsequently filed Quarter Reports on Form 10-Q and the prospectus supplement relating to the offering. All forward-looking statements contained in this report speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Enanta undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
1.1		Underwriting Agreement by and among Enanta Pharmaceuticals, Inc., J.P. Morgan Securities LLC, Jefferies LLC and Evercore Group L.L.C., dated September 30, 2025
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.

Date: October 1, 2025				ENANTA PHARMACEUTICALS, INC.
				By:		/s/ Jay R. Luly, Ph.D.
						Jay R. Luly, Ph.D.
						President and Chief Executive Officer

FAQ

What did Enanta (ENTA) disclose in the 8-K dated October 1, 2025?

The company disclosed an Underwriting Agreement dated September 30, 2025, the opinion and consent of Foley Hoag LLP, and an embedded interactive XBRL cover page. The filing also includes standard forward-looking statement language.

Does the 8-K state the size or price of any securities offering for ENTA?

No. The filing lists an Underwriting Agreement but does not disclose offering size, price, or proceeds.

Who provided the legal opinion and consent in Enanta's 8-K?

The legal opinion and consent were provided by Foley Hoag LLP.

Who signed the 8-K for Enanta Pharmaceuticals?

The filing is signed by Jay R. Luly, Ph.D., President and Chief Executive Officer.

Does the 8-K include financial results or earnings information for ENTA?

No. The filing does not include earnings data or financial results.

Is there any update to forward-looking statements in the filing?

The filing reiterates standard forward-looking statement disclaimers and states Enanta undertakes no obligation to update such statements except as required by law.