Evommune (NYSE: EVMN) lines up $125 million private stock financing
Rhea-AI Filing Summary
Evommune, Inc. entered into a securities purchase agreement for a private placement of 4,494,279 shares of common stock at $27.88 per share, for expected gross proceeds of about $125 million before expenses. The deal is with a select group of new and existing institutional and healthcare-focused investors and is expected to close on or about February 17, 2026, subject to customary conditions.
Evommune plans to use the net proceeds to advance its clinical development programs and for general corporate purposes. The company also granted investors registration rights, committing to file a Form S-1 to register the resale of these shares and to keep that registration effective until the shares are sold or freely tradable.
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Insights
Evommune secures $125M via institutional private placement.
Evommune has arranged a private placement of 4,494,279 common shares at
The transaction is unregistered, relying on a private placement exemption, with closing expected on or about
A concurrent registration rights agreement requires Evommune to file a Form S-1 to register the resale of the new shares and to use reasonable best efforts to have it declared effective within 90 days after the initial filing date. Subsequent company filings will show progress on effectiveness of this resale registration and any follow-on activity under it.
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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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 February 12, 2026, Evommune, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of 4,494,279 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Each Share was offered and sold at a purchase price of $27.88 before deducting underwriting discounts and commissions.
The Private Placement is expected to close on or about February 17, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the gross proceeds to the Company from the Private Placement will be approximately $125 million, before deducting any transaction-related expenses. The Company intends to use the net proceeds from the Private Placement to advance its clinical development programs and for general corporate purposes.
Morgan Stanley & Co. LLC, Leerink Partners LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co., and William Blair & Company, L.L.C. acted as placement agents for the Private Placement. Oppenheimer & Co. Inc. acted as capital markets advisor for the Private Placement. The Company has agreed to pay the placement agents customary placement fees in their capacity as placement agents for the sale of the Shares to the Investors.
In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated February 12, 2026 (the “Registration Rights Agreement”), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1 (the “Registration Statement”) to register for resale of the Shares within 60 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 90 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.
The foregoing descriptions of the Purchase Agreement 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 form of Purchase Agreement and the form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement 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 SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated into this Item 3.02.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has provided representations appropriate for a private placement of securities. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On February 12, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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Form of Securities Purchase Agreement |
10.2 |
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Form of Registration Rights Agreement |
99.1 |
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Press Release, dated February 12, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the aggregate amount of proceeds to be received from the Private Placement, the closing of the Private Placement and the anticipated use of proceeds from the Private Placement. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q filed with the SEC on December 11, 2025, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law.
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.
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Evommune, Inc. |
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Date: February 13, 2026 |
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By: |
/s/ Luis Peña |
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Luis Peña |
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President and Chief Executive Officer |
Evommune Announces $125 Million Private Placement
Palo Alto, CA., and New York, NY., February 12, 2026 – Evommune, Inc. (“Evommune” or the “Company”) (NYSE: EVMN), a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases, today announced that it has entered into a securities purchase agreement to sell 4,494,279 shares of its common stock to a select group of new and existing mutual funds and dedicated healthcare institutional investors in a private placement. The purchase price of each share of common stock is $27.88. Evommune anticipates the gross proceeds from the private placement to be approximately $125 million, before deducting any transaction-related expenses. The private placement is expected to close on or about February 17, 2026, subject to the satisfaction of customary closing conditions.
Morgan Stanley & Co. LLC, Leerink Partners LLC, Evercore ISI, Cantor Fitzgerald & Co., and William Blair & Company, L.L.C. acted as placement agents for the private placement. Oppenheimer & Co. Inc. acted as capital markets advisor for the private placement.
Evommune intends to use the net proceeds from the private placement to advance its clinical development programs and for general corporate purposes.
The offer and sale of the securities to be 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 such securities 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. Concurrently with entering into the securities purchase agreement, Evommune and the investors entered into a registration rights agreement pursuant to which Evommune has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in 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 sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Evommune, Inc.
Evommune, Inc., is a clinical-stage biotechnology company developing innovative therapies that target key drivers of chronic inflammatory diseases. The Company’s mission is to improve patients’ daily lives and prevent the long-term effects of uncontrolled inflammation that are a consequence of the limitations of existing therapies. To achieve this, Evommune is advancing a portfolio of differentiated product candidates that target key drivers of chronic inflammation.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical facts are “forward-looking statements.” These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements concerning expected proceeds from the private placement, expected use of proceeds, and expected closing of the private placement. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause the Company’s clinical development programs, future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations and actual results, including: the Company’s limited operating history and historical losses; the potential that success in preclinical testing and earlier clinical trials does not ensure that later clinical trials will generate the same results or otherwise provide adequate data to demonstrate the efficacy and safety of a product candidate; the Company’s ability to obtain regulatory approval of and successfully commercialize its product candidates; the impacts of macroeconomic conditions, including heightened inflation and uncertain credit and financial markets, on the Company’s business, clinical trials and financial position; unexpected safety or efficacy data observed during preclinical studies or clinical trials; clinical trial site activation or enrollment rates that are lower than expected; the Company’s ability to realize the benefits of its collaborations and license agreements; changes in expected or existing competition; changes in the regulatory environment; the Company’s ability to obtain, maintain and protect its intellectual property; and unexpected litigation or other disputes. Other factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are identified under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on December 11, 2025, and in other filings that the Company makes and will make with the SEC in the future. The Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Contacts:
Media:
Paul Laland
Paul.Laland@evommune.com
Investors:
Sarah McCabe
investors@evommune.com
FAQ
What did Evommune (EVMN) announce in its latest Form 8-K?
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When is Evommune’s private placement expected to close?
What registration rights did Evommune (EVMN) grant to investors in this deal?
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Which firms acted as placement agents for Evommune’s private placement?
Filing Exhibits & Attachments
4 documentsPress Releases
Agreements & Contracts
