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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
5, 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
Underwriting
On
June 5, 2026, eXoZymes Inc. (the “Company”) entered into (i) an Underwriting Agreement (the “Underwriting Agreement”),
dated as of June 5, 2026, with MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant to which the Company
agreed to issue and sell, 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 292,135 warrants
to purchase up to an aggregate of 292,135 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 Underwriting Agreement includes an overallotment option
exercisable by MDB for an additional ___ 88,840 shares of Common Stock and 44,420 Warrants, exercisable as a unit. The offering price
of the unit was $18.00. The gross proceeds to the Company from the Offering are expected to be approximately $5,330,430, before commissions
of $373,130. If the over-allotment option is exercised in full, the gross proceeds to the Company will be $6,129,990, before
commissions of $429,099. The offering expenses are estimated to be $253,000.
Lucid
Capital Markets acted as the ‘Qualified Independent Underwriter” for the Offering.
The
Offering is expected to close on or about June 9, 2026, subject to the satisfaction of customary closing conditions. The Company currently
plans to use the net proceeds from the Offering to further develop the opportunities associated with the NCT business and products developed
under the NCT technology, next in line products, research and development and general corporate purposes, working capital and capital
expenditures.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in
the Underwriting 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.
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 dated June 5,
2026.
Warrant
Terms
Each
Warrant will be exercisable commencing the one-year anniversary of the date of the offering at an exercise price of $11.24 per share
(“Exercise Price”) and will expire on the five-year anniversary of the date of the offering. The Warrants may be called for
redemption, commencing the one-year anniversary of the closing date of this offering, 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 the first anniversary of the date of the Underwriting Agreement for this Offering (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 offering price of $8.99 in the Offering. 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 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.
The
Company entered into a Warrant Agent Agreement
with VStock Transfer, LLC to act as the warrant agent and warrant registrar.
Documents
Filed
The
legal opinion of Spencer Fane LLP relating to the Shares is filed herewith as Exhibit 5.1.
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
its entirety by the full text of each of such documents, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively,
and incorporate by reference herein.
| Item
7.01 |
Regulation
FD Disclosure |
On
June 8, 2026, the Company issued a press release announcing the pricing of the Offering. 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 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 8, 2026 |
| |
|
|
| 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:
June 8, 2026 |
EXOZYMES
INC. |
| |
|
|
| |
By |
/s/
Fouad Nawaz |
| |
|
Fouad
Nawaz, |
| |
|
Vice
President, Finance |
Exhibit
99.1
eXoZymes,
Inc. Announces Pricing of Public Offering of Common Stock and Warrants
Los
Angeles, CA -- June 8, 2026 -- Today, eXoZymes Inc. (NASDAQ: EXOZ) (“eXoZymes” or “Company”) - a pioneer
of AI-enhanced enzymes that transform abundant feedstock into valuable nutraceuticals and novel medicines - announced the pricing of
its public offering of units, each consisting of two shares of common stock and one common stock purchase warrant.
The
Company has sold 592,270 shares of common stock together with 296,135 warrants as units, each unit consisting of two shares of common
stock and one warrant to purchase one share of common stock. The units will separate immediately upon issuance and all shares of common
stock and warrants that comprise the units are being issued as separate securities. The public offering price for a unit is $18.00.
Total
gross proceeds from the offering are expected to be approximately $5.33 million before deducting underwriting discounts, commissions,
and estimated offering expenses. The offering is expected to close on June 9, 2026, subject to satisfaction of customary closing conditions.
The Company has also granted the underwriter a 45 day option to purchase up to 44,420 units at the unit offering price, less underwriting
discounts and commissions, solely to cover over-allotments, if any.
Each
warrant will be exercisable commencing the first anniversary of the date of this offering at an exercise price of $11.24 per share and
will expire five years from the date of issuance. Commencing from the date they become exercisable, the warrants may be redeemed
by the Company, for $0.01 per underlying share, if the Company’s common stock trades at a price of $17.98 per share or higher (subject
to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions after the initial exercise
date), on any twenty (20) trading days during any thirty (30) trading day period. The exercise price of a warrant may be reset to $0.001
per underlying share, if within 12 months of the offering the Company sells in a public or private offering additional shares of common
stock, or preferred stock or other securities convertible into shares of common stock, at a price (or equivalent) that is less than $8.99
per share. To qualify for the warrant reset, if any, an original purchaser of a unit in this offering must hold and not sell all the
shares of common stock purchased in this offering up until the date of the warrant reset event. The warrants will not be listed on any
national trading market or other trading medium.
eXoZymes
intends to use the net proceeds from this offering to further develop N-trans-caffeoyltyramine (NCT) opportunities associated with our
NCT business and products developed under the NCT technology, next in line products, research and development, and for general corporate
purposes, working capital purposes and capital expenditures.
MDB
Capital is acting as underwriter and sole book-running manager for this offering.
A
registration statement on Form S-3 (File No. 333-292781) relating to the securities was filed with the Securities and Exchange
Commission (“SEC”) and became effective on January 23, 2026. This offering is being made only by means of a prospectus supplement
and the accompanying base prospectus that form a part of that registration statement. Copies of the final prospectus supplement, when
available, may be obtained from MDB Capital at 14135 Midway Road, Suite G-150, Addison, Texas 75001. The final prospectus supplement
will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
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 the limitations imposed by cells, exozyme biosolutions eliminate the scaling bottleneck
that has hampered commercial success in the synthetic biology (SynBio) space, making exozymes the next generation of biomanufacturing.
While
eXoZymes Inc. has introduced “exozymes” as a scientific concept, the company is not trademarking the concept and views it
as a new nomenclature for wide adoption for this next generation of biomanufacturing that eXoZymes aims to pioneer and of which it intends
to be 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 will
be 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
