STOCK TITAN

eXoZymes (NASDAQ: EXOZ) closes $5.95M stock and warrant unit offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

eXoZymes Inc. completed an underwritten public offering of common stock and warrants, raising approximately $5.95 million in gross proceeds, including a partial exercise of the underwriters’ over-allotment option.

The company sold units combining common shares and warrants, with MDB Capital as sole book‑running manager, and plans to use the net proceeds to advance its N‑trans‑caffeoyltyramine (NCT) program, additional product opportunities, research and development, and general corporate and working capital needs.

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Insights

eXoZymes completes a modest equity unit financing with warrants attached.

eXoZymes raised roughly $5.95 million through a firm commitment underwritten offering of common stock and warrants, including a partial over‑allotment exercise. Units combine equity with leverage via warrants, typical for smaller, R&D‑focused issuers accessing public markets.

The warrants carry an exercise price of $11.24 per share with a potential reset to $0.001 if future equity is sold below $8.99 per share before June 5, 2027. That reset feature can materially increase potential dilution depending on future financing terms.

Proceeds are earmarked for N‑trans‑caffeoyltyramine (NCT) development, additional product opportunities, R&D, and working capital. Actual impact on shareholders will depend on warrant exercises and any future financings that might trigger an exercise price reset.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $5.95 million Aggregate gross proceeds from the offering including over-allotment units
Common shares issued 592,270 shares Shares of common stock sold in the firm commitment offering
Warrants issued 296,135 warrants Warrants to purchase additional common shares issued with units
Over-allotment units 34,440 units Units purchased on partial exercise of the over-allotment option
Share and warrant prices $8.99 per share, $0.02 per warrant Public offering prices disclosed in the press release
Warrant exercise price $11.24 per share Initial exercise price for warrants issued in the offering
Potential reset price $0.001 per share Warrant exercise price reset if future equity is sold below $8.99 before June 5, 2027
Over-allotment capacity 88,840 shares, 44,420 warrants Maximum additional securities available under the 45-day over-allotment option
firm commitment underwritten offering financial
"pursuant to which the Company issued and sold, in a firm commitment underwritten offering (the “Offering”)"
A firm commitment underwritten offering is when one or more investment banks agree to buy all the new shares or securities from a company and then resell them to investors, guaranteeing the company a fixed amount of cash. Think of it like a retailer buying an entire shipment from a manufacturer before selling it to customers—this gives the company certainty about funding but shifts the resale risk to the banks and typically dilutes existing shareholders, which can affect the stock price.
over-allotment option financial
"The Company granted a 45-day option to MDB to purchase up to 88,840 additional shares of common stock and 44,420 additional Warrants to cover over-allotments"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
shelf registration statement regulatory
"The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781)"
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.
warrants financial
"warrants to purchase up to an additional 296,135 shares of Common Stock (the “Warrants”)"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
exercise price financial
"The warrants become exercisable one year from the date of issuance at an exercise price of $11.24 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
prospectus supplement regulatory
"A final prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the SEC on June 8, 2026"
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.
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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 17, 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

 

eXoZymes Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of June 5, 2026, with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant to which the Company issued and sold, in a firm commitment underwritten offering (the “Offering”), an aggregate of 592,270 shares of common stock (the “Shares”), $0.000001 par value per share (the “Common Stock”), of the Company and warrants to purchase up to an additional 296,135 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold as a unit of two shares and one Warrant, immediately separable and deliverable. The offering price of the unit was $18.00. The Warrants were issued pursuant to a Warrant Agent Agreement (“Warrant Agent Agreement”) between the Company and VStock Transfer, LLC, as warrant agent, dated June 5, 2026. The Offering closed on June 9, 2025.

 

The Company granted a 45-day option to MDB to purchase up to 88,840 additional shares of common stock and 44,420 additional Warrants to cover over-allotments, exercisable as a unit of two shares of common stock and one Warrant, representing up to 15% of the units sold in the Offering. One June 17, 2026, MDB exercised a portion of the over-allotment option purchasing 34,440 units, consisting of 68,880 shares of Common Stock and 34,440 Warrants (the “Over-Allotment Units”).

 

Inclusive of the proceeds from sale of the Over-Allotment Units, the Company received gross proceeds from the Offering of approximately $5.95 million, before deducting underwriting discounts and commissions and estimated expenses payable by the Company.

 

The Company plans to use the net proceeds from the Offering to support development and commercialization activities related to N-trans-caffeoyltyramine (“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and other general corporate purposes.

 

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, and a related base prospectus and final prospectus supplement thereunder filed on June 8, 2026.

 

The foregoing descriptions of the terms and conditions of the Underwriting Agreement and Warrant Agent Agreement do not purport to be complete and are qualified in their entirety by the full text of each of such documents, copies of which incorporated herein by reference from the Current Report on Form 8-K, filed by the Company on June 8, 2026.

 

Item 7.01 Regulation FD Disclosure

 

On June 17, 2026, the Company issued a press release announcing the closing of the Offering and exercise of the over-allotment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information contained in this Item 7.01 shall be considered “furnished” and not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibits   Description of Exhibit
     
5.1 **   Opinion of Spencer Fane LLP, dated June 5, 2026 (relating to the Shares)
     
10.1 **   Underwriting Agreement between the Registrant and MDB Capital, dated June 5, 2026
     
10.2 **   Warrant Agent Agreement between the Registrant and VStock Transfer, LLC dated June 5, 2026
     
10.3 **   Underwriter’s Warrant Agreement, dated June 9, 2026
     
23.1 **   Consent of Spencer Fane LLP (contained in Exhibit 5.1)
     
99.1 *   Press Release, dated June 17, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

* Filed herewith
** Incorporated by reference to the Exhibits 5.1, 10.1, 10.2, 10.3 and 23.1, respectively, filed with the Current Report of the Registrant filed on June 8, 2026.

 

 
 

 

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: June 17, 2026 EXOZYMES INC.
     
  By /s/ Fouad Nawaz
    Fouad Nawaz,
    Vice President, Finance

 

 

 

 

Exhibit 99.1

 

eXoZymes Inc. Announces Closing of $6 Million Public Offering

 

Los Angeles, CA — June 17, 2026 — eXoZymes Inc. (NASDAQ: EXOZ) (“eXoZymes” or “Company”), a pioneer of AI-enhanced enzymes that transform abundant feedstock into valuable nutraceuticals and novel medicines, today announced the closing of its previously announced underwritten public offering of common stock and warrants.

 

The offering consisted of 330,575 units, including 34,440 units sold in partial exercise of over-allotment option, each unit consisting of two shares of common stock and one warrant to purchase one additional share of common stock. The public offering price per share was $8.99 and per warrant was $0.02 resulting in gross proceeds of approximately $5.95 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

The warrants become exercisable one year from the date of issuance at an exercise price of $11.24 per share and expire on the five-year anniversary of the issuance date. The warrants are not listed on any national securities exchange or other trading market and may be redeemed by the Company upon occurrence of certain conditions. The warrant exercise price may be reset to $0.001 in the event the Company sells in a public or private offering before June 5, 2027, additional shares of common stock, or securities convertible into common stock, at a per share price (or equivalent) of less than $8.99.

 

The Company intends to use net proceeds from the offering to support development and commercialization activities related to N-trans-caffeoyltyramine (“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and other general corporate purposes.

 

MDB Capital acted as sole book-running manager for the offering. The securities described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-292781), which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on January 23, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the SEC on June 8, 2026 and are available on the SEC’s website at www.sec.gov.

 

About eXoZymes

 

Founded in 2019, the company has developed a biomanufacturing platform that - as a historic first - offers the tools and insights to design, engineer, control and optimize nature’s own natural processes to produce highly valuable natural products, via a commercially scalable, sustainable, and abundant alternative: exozymes.

 

 
 

 

Exozymes are advanced enzymes enhanced through bioengineering and AI to thrive in a bioreactor without using living cells. Exozymes can replace toxic petrochemical processes and inefficient biochemical extraction with sustainable and scalable biosolutions that transform abundant feedstock into valuable nutraceuticals and novel medicines.

 

By freeing enzyme-driven chemical reactions from cellular constraints, exozyme biosolutions remove the scaling bottleneck that has impeded synthetic biology’s commercial success, paving the way for exozymes to lead the next generation of biomanufacturing innovation. eXoZymes Inc. introduced “exozymes” as an open scientific concept rather than as a trademark. By offering this new nomenclature for wide industry adoption, the company aims to pioneer this next generation of cell-free biomanufacturing and establish itself as the market leader. Learn more at exozymes.com.

 

eXoZymes Safe Harbor

 

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,” “potential,” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Actual results could differ materially for a variety of reasons. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of eXoZymes’ quarterly reports on Form 10-Q, annual reports on Form 10-K, and other documents filed by eXoZymes from time to time by the company with the Securities and Exchange Commission. These filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that was filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and eXoZymes assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. eXoZymes does not give any assurance that it will achieve its expectations.

 

eXoZymes contact

 

Lasse Görlitz, VP of Comms & IR

(858) 319-7135

press@exozymes.com

 

https://www.linkedin.com/company/exozymes

https://x.com/exozymes

https://www.youtube.com/@exozymes

 

 

FAQ

What did eXoZymes (EXOZ) announce in its latest 8-K filing?

eXoZymes announced the closing of an underwritten public offering of common stock and warrants, raising approximately $5.95 million in gross proceeds. The transaction included a partial exercise of the underwriters’ over‑allotment option and was conducted under an effective Form S-3 shelf registration.

How much capital did eXoZymes (EXOZ) raise in the offering?

The company reports gross proceeds of about $5.95 million from the unit offering, including over‑allotment units. This amount is stated before deducting underwriting discounts, commissions, and estimated offering expenses that will reduce the final net proceeds available to eXoZymes.

What securities did eXoZymes (EXOZ) issue in this public offering?

eXoZymes issued common stock and accompanying warrants as units, generally consisting of two shares and one warrant. In total, the company issued 592,270 shares of common stock and 296,135 warrants, plus additional shares and warrants through the partial over‑allotment exercise.

What are the key terms of the eXoZymes (EXOZ) warrants from this deal?

The warrants become exercisable one year after issuance at an exercise price of $11.24 per share and expire five years from issuance. The exercise price may reset to $0.001 if qualifying equity is sold below $8.99 per share before June 5, 2027.

How does eXoZymes (EXOZ) plan to use the offering proceeds?

eXoZymes intends to use net proceeds to support development and commercialization of N‑trans‑caffeoyltyramine (NCT), advance additional product opportunities, fund broader research and development, and provide working capital and other general corporate funds to run and grow its operations.

Under what registration statement was the eXoZymes (EXOZ) offering conducted?

The securities were offered pursuant to an effective Form S-3 shelf registration statement, File No. 333‑292781, which the SEC declared effective on January 23, 2026. A final prospectus supplement and base prospectus describing the offering terms were filed on June 8, 2026.

Filing Exhibits & Attachments

4 documents