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0002010788
0002010788
2026-06-30
2026-06-30
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iso4217:USD
xbrli:shares
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):
June
30, 2026
EXOZYMES
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42204 |
|
83-4550057 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
750
Royal Oaks Drive, Suite 106
Monrovia,
CA 91016
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (626) 415-1488
Check
the appropriate box below if the Form 8-K 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 Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
EXOZ |
|
Nasdaq
Capital 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. |
Underwritten
Offering
Securities
Placement
On
June 30, 2026, eXoZymes Inc. (the “Company”) entered into a Placement Agent Agreement (the “Placement Agreement”),
with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the exclusive placement agent pursuant to which
the Company authorized the sale to an investor of up to an aggregate of 35,555 units (the “Units”), consisting
of 71,110 shares (the “Shares”) of its common stock, par value $0.000001 per share (the “Common Stock”),
and 35,555 warrants to purchase up to an aggregate of 35,555 shares of our common stock (the “Warrants) (the “Offering”).
The price per Unit was $18.00. The Shares and Warrants were immediately separable and were issued separately but
will be purchased together as a unit. The purchase price of one Share will be the equivalent of $8.99 and of the Warrant $0.02.
The
securities offered and sold in the Offering had the same terms as the securities sold in the firm commitment underwriting
led by MDB on June 5, 2026.
The
Offering closed on June 30, 2026. The gross proceeds to the Company from the Offering were $639,990, before commissions of $44,799 and
other expenses of approximately $30,000. The net proceeds will be used to further develop the opportunities associated with the N-trans-caffeoyltyramine
(NCT) business and products developed under the NCT technology of the Company, next in line products, research and development
and general corporate purposes, working capital and capital expenditures.
The
Placement Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the
Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and other
obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agreement
were made only for the purposes of such agreement and as of the 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. MDB, as placement agent, was issued a warrant to purchase
10,666 shares of common stock, exercisable at $11.24 per share, from December 30, 2026, until June 30, 2031.
The
investor in the Offering signed a securities purchase agreement (the “Investor Agreement”), which contains customary representations,
warranties and agreements by the Company and closing procedures.
The
Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781), which
was declared effective on January 23, 2026, a related base prospectus and final prospectus supplement thereunder dated June 30,
2026.
Warrant
Terms
The
Warrants were issued pursuant to the Warrant Agent Agreement, dated June 5, 2026, as modified. Each Warrant will be exercisable
commencing June 5, 2027, at an exercise price of $11.24 per share (“Exercise Price”) and will expire on June 5, 2031. The
Warrants may be called for redemption, commencing June 5, 2027, provided that there is an effective registration statement for the resale
of the shares of common stock underlying the Warrants. Subject to the foregoing condition, the Company may only call the Warrants for
redemption, once the Warrants are exercisable, if and when a share of common stock trades at or greater than $17.98 on any twenty (20)
trading days during any thirty (30) trading day period. Notice of redemption shall be given not less than 30 days prior to the date of
redemption. Warrant holders will be able to exercise their Warrants through the date of redemption. The Warrant redemption price is $.01
per Warrant. There will be no broker protect period.
The
Exercise Price of a Warrant will be reset (the “Warrant Reset”), in addition to any other adjustments thereto as provided
herein, in the event the Company sells in a public or private offering (other than pursuant to an equity incentive plan adopted by the
board of directors) before June 5, 2027 (the “Commencement Date”), additional shares of common stock, or preferred stock
or other securities convertible into shares of common stock, at a per share price (or equivalent) at less than the per share price of
$8.99. In that event, the Exercise Price will reset to a per share price of $0.001. Once reset, there will be no further resets for subsequent
offerings.
To
qualify for the Warrant Reset, if any, an original purchaser of a unit in this Offering (the “Original Purchaser”) must be
able to demonstrate that it has held all the shares of common stock included in the Units it acquired in the Offering (the “Offered
Shares”) up until the date of the Warrant Reset event, if any (the “Holding Period”). If there is a Warrant Reset,
then the Company will give prompt notice of the Warrant Reset and the date of the event to the holders of Warrants, and the holders of
the Warrants that qualify as having been an Original Purchaser holding all their shares of common stock acquired in the Offering for
the full Holding Period, will be required to submit to the Warrant Agent their outstanding Warrants for cancellation and re-issue with
the adjusted terms within thirty (30) calendar days of the date of the Company notice. Failure to submit timely the Warrant for
exchange will terminate the right to the Warrant Reset. The new warrant will be issued by the Warrant Agent. After the date of the Warrant
Reset, the Holding Period will terminate and the Original Purchaser will have no further requirement to hold the Offered Shares.
Except
for those permitted transfers described below, to qualify for the Warrant Reset, if any, the Offered Shares may not be transferred, assigned,
subject to pledge or be otherwise alienated (which includes having the Offered Shares subject to market options, swaps and other derivative
securities that transfer the value thereof) during the Holding Period. Except for the permitted transfers, the Original Purchaser will
immediately and automatically forfeit the Warrant Reset provision if the Original Purchaser transfers, assigns pledges or otherwise alienates
the Offered Shares during the Holding Period. Notwithstanding the foregoing restrictions the following transfers of Offered Shares during
the Holding Period are allowed:
| |
● |
Transfers
made by will or operation of law on the Original Purchaser’s death, to the Original Purchaser’s spouse, ex-spouse, child,
grandchild, stepchild, or other testamentary dispositions, or |
| |
● |
A
transfer made pursuant to a court order or bona-fide settlement agreement of the parties with a beneficial interest in the Offered
Shares, or |
| |
● |
A
transfer made to a trust or other similar estate planning entity for the benefit of the Original Purchaser and immediate members
of his family, or |
| |
● |
A
transfer made pursuant to a “required minimum distribution” from an account held by the Original Purchaser, or |
| |
● |
A
transfer or transfers made on liquidation of any corporation, trust or other entity that is the Original Purchaser. |
To
retain the benefit of the Warrant Reset provision upon any of these occurrences the transferee must notify the Company and the transfer
agent, if applicable, on transfer and present reasonable proof or support for the allowed transfer, such as a death certificate, court
order or certificate of liquidation from an appropriate office of the state government, executed agreement and other documents reasonably
requested and acceptable in the judgement of the Company.
On
June 30, 2026, the Company and VStock Transfer
LLC, the transfer agent for the Warrants, entered into a modification of the Warrant Agent Agreement, to increase the coverage
for the newly issued Warrants.
Documents
Filed
The
legal opinion of Spencer Fane LLP relating to the Shares and Warrants is filed herewith as Exhibit 5.1.
The
foregoing descriptions of the terms and conditions of the Placement Agreement, the Warrant Agent Agreement and its modification,
Form of Warrant to be issued to the Placement Agent, and the Investor Agreement do not purport to be complete and are qualified
in its entirety by the full text of each of such documents, copies of which are included as Exhibits 10.1, 10.2, 10.3,
10.4, and 10.5, respectively, and incorporate by reference herein.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibits |
|
Description
of Exhibit |
| |
|
|
| 5.1* |
|
Opinion of Spencer Fane LLP, dated June 30, 2026 (relating to the Shares and Warrants) |
| |
|
|
| 10.1* |
|
Placement Agent Agreement between the Registrant and MDB Capital, dated June 30, 2026 |
| |
|
|
| 10.2** |
|
Warrant Agent Agreement between the Registrant and VStock Transfer, LLC dated June 5, 2026 (Incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K, filed June 8, 2026, by the Registrant.) |
| |
|
|
| 10.3* |
|
Form of Warrant Agent Agreement Modification Agreement, between the Registrant and VStock Transfer, LLC dated June 30, 2026. |
| |
|
|
| 10.4** |
|
Form
of Warrant Agreement to be issued to the Placement Agent (Incorporated by reference from Exhibit 10.3 of the Current Report
on Form 8-K, filed June 8, 2026, by the Registrant.) |
| |
|
|
| 10.5* |
|
Form of Investor Securities Purchase Agreement. |
| |
|
|
| 23.1* |
|
Consent of Spencer Fane LLP (contained in Exhibit 5.1) |
| |
|
|
| 104* |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document). |
| * |
Filed
herewith |
| ** |
Previously
filed |
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:
July 1, 2026 |
EXOZYMES
INC. |
| |
|
|
| |
By |
/s/
Fouad Nawaz |
| |
|
Fouad
Nawaz, |
| |
|
Vice
President, Finance |
