Monte Rosa (NASDAQ: GLUE) prices $281.6M stock and pre-funded warrants

Rhea-AI Filing Summary

Monte Rosa Therapeutics, Inc. entered into an underwriting agreement for an underwritten public offering of 11,125,000 shares of common stock at $24.00 per share and pre-funded warrants to purchase 1,375,000 shares at $23.9999 per warrant, with each warrant having a $0.0001 exercise price. The company also granted underwriters a 30-day option to buy up to 1,875,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions.

Monte Rosa estimates net proceeds of approximately $281.6 million from this offering, excluding any proceeds from the underwriters’ option. It plans to use the cash, together with existing balances, to advance MRT-8102 in chronic inflammatory diseases including atherosclerotic cardiovascular disease, further develop its QuEENTM platform across immunology, inflammation and oncology targets, and for working capital and general corporate purposes. The offering is expected to close on or about January 12, 2026, and the company expects its cash and cash equivalents to fund planned operations and capital expenditures into 2029.

Positive

• The company expects net proceeds of approximately $281.6 million, materially increasing its capital resources for development activities.
• Management states that, after this offering, cash and cash equivalents are expected to fund planned operations and capital expenditures into 2029, extending the company’s financial runway.
• Proceeds are earmarked to advance MRT-8102 in chronic inflammatory diseases and to further develop the QuEENTM platform across immunology, inflammation and oncology targets.

Negative

• None.

Insights

Biotech capital markets analyst

Large equity raise strengthens cash runway into 2029.

Monte Rosa Therapeutics has structured a sizeable primary equity financing through an underwritten public offering of common stock plus pre-funded warrants. The base deal size is 11,125,000 common shares at $24.00 per share and 1,375,000 pre-funded warrants at $23.9999 each, with a 30-day option for underwriters to buy up to 1,875,000 additional shares. The company expects net proceeds of about $281.6M, before any option exercise.

The disclosed use of proceeds is focused on advancing lead program MRT-8102 in chronic inflammatory diseases, including atherosclerotic cardiovascular disease, and on continued development and utilization of the QuEENTM platform for additional molecular glue degraders in immunology, inflammation and oncology. This aligns new capital directly with R&D and platform expansion rather than debt reduction or acquisitions.

The company states that, as a result of the offering, its cash and cash equivalents are expected to fund planned operations and capital expenditures into 2029. For a development-stage biotech, this extended runway can reduce near-term financing pressure, though the ultimate benefit will depend on how efficiently the new funds translate into clinical progress and data readouts disclosed in future filings.

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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): January 8, 2026

MONTE ROSA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40522		84-3766197
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

321 Harrison Avenue, Suite 900

Boston, MA 02118

(Address of principal executive offices, including zip code)

(617) 949-2643

(Registrant’s telephone number, including area code)

Not Applicable

(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		GLUE		The 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 1.01 Entry into a Material Definitive Agreement.

On January 8, 2026, Monte Rosa Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Piper Sandler & Co., as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), related to an underwritten public offering (the “Offering”) of 11,125,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a public offering price of $24.00 per share, and, in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,375,000 shares of Common Stock at a public offering price of $23.9999 per Pre-Funded Warrant, which represents the price per share at which shares of Common Stock are being sold to the public in this offering, minus $0.0001, which is the exercise price of each Pre-Funded Warrant. In addition, the Company has granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase, at the public offering price, less the underwriting discounts and commissions, up to an additional 1,875,000 shares of Common Stock (such shares, together with the Underwritten Shares, the “Shares”).

The Company estimates that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $281.6 million, excluding any proceeds from exercise of the underwriters’ option to purchase additional shares. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents, and marketable securities, to fund advancement of MRT-8102 in chronic inflammatory diseases including atherosclerotic cardiovascular disease and for continued development of its QuEEN^TM platform and its utilization to identify and develop additional molecular glue degraders against therapeutic targets including immunology and inflammation and oncology targets, and for working capital and other general corporate purposes. The Offering is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing conditions.

The exercise price and the number of shares of Common Stock, or any other class or series of common stock then in effect, including, but not limited to, non-voting common stock, issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock or such other class or series. The Pre-Funded Warrants are exercisable from the date of issuance and do not expire. Each Pre-Funded Warrant is exercisable, in the holder’s discretion, by delivery to the Company of an exercise notice along with (i) payment in full in immediately available funds for the number of shares of Common Stock purchased upon exercise, or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrants, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would result in: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, at the election of the holder, up to 19.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, at the election of the holder, up to 19.99%) of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company.

In the event of a Fundamental Transaction (as defined in the Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to such Fundamental Transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-285942), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 20, 2025 and declared effective by the SEC on March 31, 2025. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the shares of Common Stock or the Pre-Funded Warrants.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The foregoing description of certain terms of the form of Pre-Funded Warrant does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the legal opinion of Goodwin Procter LLP, relating to the legality of the issuance and sale of shares of Common Stock and the Pre-Funded Warrants in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item. 8.01 Other Events.

On January 8, 2026, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

As a result of the Offering, the Company expects its cash and cash equivalents to be sufficient to fund planned operations and capital expenditures into 2029.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements about the Company’s expectations regarding the timing and closing of the Offering. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements contained in this Current Report on Form 8-K, such as those related to the anticipated closing of the Offering and the potential exercise of the Pre-Funded Warrants, are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation, uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, as well as the most recent Quarterly Reports on Form 10-Q and any subsequent filings with the SEC. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

1.1		Underwriting Agreement, dated January 8, 2026, by and between Monte Rosa Therapeutics, Inc., Jefferies LLC, TD Securities (USA) LLC and Piper Sandler & Co., as representatives of the several underwriters listed on Schedule 1 thereto.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1		Press Release issued by Monte Rosa Therapeutics, Inc. dated January 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

				Monte Rosa Therapeutics, Inc.
Date: January 9, 2026				By:		/s/ Markus Warmuth
						Markus Warmuth
						President and Chief Executive Officer

FAQ

What type of financing did Monte Rosa Therapeutics (GLUE) announce?

Monte Rosa Therapeutics announced an underwritten public offering consisting of common stock and pre-funded warrants, executed under an underwriting agreement with Jefferies LLC, TD Securities (USA) LLC and Piper Sandler & Co. as representatives of the underwriters.

How many shares and pre-funded warrants are included in the GLUE offering and at what prices?

The offering includes 11,125,000 shares of common stock at a public offering price of $24.00 per share and pre-funded warrants to purchase 1,375,000 shares of common stock at a public offering price of $23.9999 per warrant, with each warrant having a $0.0001 exercise price.

What additional option did the underwriters receive in the Monte Rosa (GLUE) deal?

The company granted the underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,875,000 shares of common stock.

How much does Monte Rosa Therapeutics expect to raise from this offering?

Monte Rosa Therapeutics estimates net proceeds of approximately $281.6 million from the offering, excluding any proceeds from the underwriters’ option to purchase additional shares and any nominal proceeds from exercise of the pre-funded warrants.

How will Monte Rosa (GLUE) use the proceeds from the equity offering?

The company plans to use the net proceeds, together with existing cash, cash equivalents and marketable securities, to fund advancement of MRT-8102 in chronic inflammatory diseases including atherosclerotic cardiovascular disease, to continue development and utilization of its QuEENTM platform for molecular glue degraders targeting immunology, inflammation and oncology indications, and for working capital and general corporate purposes.

What does the offering mean for Monte Rosa Therapeutics’ cash runway?

Monte Rosa states that, as a result of the offering, it expects its cash and cash equivalents to be sufficient to fund planned operations and capital expenditures into 2029.

When is the Monte Rosa (GLUE) offering expected to close?

The offering is expected to close on or about January 12, 2026, subject to the satisfaction of customary closing conditions.