FDMT closes $93.3M stock and pre-funded warrant sale

Rhea-AI Filing Summary

4D Molecular Therapeutics (FDMT) completed an underwritten equity offering, issuing 8,385,809 shares of common stock at $10.51 per share and pre-funded warrants for 1,128,949 shares at $10.5099 per warrant. The company reported net proceeds of approximately $93.3 million after underwriting discounts and expenses, and the transaction closed on November 7, 2025.

Underwriters purchased the shares at $9.8794 and the pre-funded warrants at $9.8793. The offering was conducted via a prospectus supplement under FDMT’s Form S-3 (effective August 15, 2023). Directors and executive officers agreed to a lock-up through January 6, 2026, subject to customary exceptions.

Insights

Biotech capital markets analyst

FDMT adds $93.3M cash via stock and pre-funded warrants.

4D Molecular Therapeutics raised $93.3 million in net proceeds by selling 8,385,809 common shares at $10.51 and pre-funded warrants for 1,128,949 shares at $10.5099. Pre-funded warrants carry a de minimis $0.0001 exercise price, functioning economically like shares while managing certain holder constraints.

Underwriters bought at slight discounts ($9.8794 and $9.8793). The deal used an effective Form S-3 shelf, a standard pathway for timely access to capital. A lock-up for directors and executives runs until January 6, 2026, which can moderate insider selling during that period.

The filing lists customary indemnities and conditions. Actual market impact depends on trading dynamics and warrant exercises; the disclosure does not provide additional use-of-proceeds details.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001650648 0001650648 2025-11-06 2025-11-06

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): November 6, 2025

4D Molecular Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39782		47-3506994
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5858 Horton Street #455
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 505-2680

N/A

(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, $0.0001 par value per share		FDMT		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.

On November 6, 2025, 4D Molecular Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 8,385,809 shares of its common stock (the “Shares”), par value $0.0001 per share (“Common Stock”), at an offering price of $10.51 per share, and, with respect to certain investors, pre-funded warrants to purchase 1,128,949 shares of Common Stock (the “Pre-Funded Warrants”) at a price of $10.5099 per Pre-Funded Warrant, which is the price per share at which shares of Common Stock are being sold in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $9.8794 per share and the Pre-Funded Warrants at a price of $9.8793 per Pre-Funded Warrant.

The net proceeds from the Offering were approximately $93.3 million, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering closed on November 7, 2025.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-273845), which was declared effective by the SEC on August 15, 2023.

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary conditions to closing, 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.

In connection with the Offering, the Company and the Company’s directors and executive officers agreed not to sell or transfer any Common Stock without first obtaining the written consent of Leerink Partners LLC and Evercore Group L.L.C., on behalf of the Underwriters, subject to certain exceptions, until January 6, 2026.

A copy of the Underwriting Agreement and the form of the Pre-Funded Warrant are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement, lock-up arrangements and the form of the Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to such exhibits.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of November 6, 2025, among 4D Molecular Therapeutics, Inc., Leerink Partners LLC and Evercore Group L.L.C.
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins 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 thereunto duly authorized.

						4D MOLECULAR THERAPEUTICS, INC.
Date: November 7, 2025				By:		/s/ David Kirn
						David Kirn, M.D. Chief Executive Officer

FAQ

What did 4D Molecular Therapeutics (FDMT) announce in this 8-K?

FDMT completed an underwritten offering of 8,385,809 common shares and pre-funded warrants for 1,128,949 shares, raising approximately $93.3 million in net proceeds.

What were the offering prices for FDMT’s securities?

Common shares were priced at $10.51 each, and pre-funded warrants at $10.5099 each with a $0.0001 exercise price per warrant.

When did the offering close for FDMT?

The transaction closed on November 7, 2025.

How much did the underwriters pay per FDMT security?

Underwriters paid $9.8794 per share and $9.8793 per pre-funded warrant.

Is there a lock-up period related to the FDMT offering?

Yes. FDMT’s directors and executive officers agreed to a lock-up until January 6, 2026, subject to customary exceptions.

Under what registration did FDMT conduct the offering?

The offering used a prospectus supplement under FDMT’s Form S-3 shelf (Registration No. 333-273845), effective August 15, 2023.