Monte Rosa ends ATM stock sale prospectus

Rhea-AI Filing Summary

Monte Rosa Therapeutics, Inc. reported that, effective January 7, 2026, it terminated the sales agreement prospectus used for its at-the-market (“ATM”) equity program under its Form S-3 registration statement. This means the company will not sell additional shares of its common stock under the existing Open Market Sale Agreement with Jefferies LLC unless and until it files a new prospectus, prospectus supplement, or a new registration statement.

The underlying Sales Agreement with Jefferies LLC, originally dated July 1, 2022 and amended March 20, 2025, remains in full force and effect apart from the ATM prospectus termination. As of January 7, 2026, the company had issued and sold 2,955,082 shares of common stock under this arrangement, generating aggregate net proceeds of $24.2 million.

Insights

Capital markets & biotech financing analyst

Monte Rosa has paused use of its ATM prospectus after raising $24.2M.

Monte Rosa Therapeutics, Inc. ended the prospectus that supported its at-the-market equity program under a Form S-3 shelf, while keeping the related Sales Agreement with Jefferies LLC in place. This step means no further common stock can be sold under the existing ATM structure unless a new prospectus, prospectus supplement, or registration statement is filed.

The company has already used the ATM to issue 2,955,082 shares of common stock, producing aggregate net proceeds of $24.2 million. The decision pertains only to the ATM prospectus; the Open Market Sale Agreement, dated July 1, 2022 and amended March 20, 2025, remains effective. Any future equity sales under this framework would depend on new offering documents described in subsequent disclosures.

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, or exhibit attachments filed with this report.

FAQ

What did Monte Rosa Therapeutics (GLUE) change about its ATM program?

Monte Rosa Therapeutics, Inc. terminated the sales agreement prospectus related to its at-the-market common stock offering under its Form S-3 registration statement, effective January 7, 2026. Without a new prospectus or registration statement, it will not sell additional shares under the existing Open Market Sale Agreement.

Is the Sales Agreement with Jefferies LLC still in effect for Monte Rosa Therapeutics (GLUE)?

Yes. The filing states that, other than the termination of the ATM Prospectus, the Open Market Sale Agreement with Jefferies LLC, dated July 1, 2022 and amended March 20, 2025, remains in full force and effect.

How much has Monte Rosa Therapeutics (GLUE) raised through its ATM offering so far?

As of January 7, 2026, Monte Rosa Therapeutics, Inc. had issued and sold 2,955,082 shares of common stock under the Sales Agreement, generating aggregate net proceeds of $24.2 million.

Can Monte Rosa Therapeutics (GLUE) still sell common stock under the current ATM setup?

The company states it will not make any sales of common stock pursuant to the Sales Agreement unless and until it files a new prospectus, prospectus supplement or a new registration statement.

What SEC form did Monte Rosa Therapeutics (GLUE) use for this disclosure?

Monte Rosa Therapeutics, Inc. provided this information in a Form 8-K under the section labeled Item 8.01. Other Events, describing the termination of its ATM Prospectus and the status of its Sales Agreement with Jefferies LLC.

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Accepted by SEC EDGAR 01/07/2026 - 04:17 PM Learn about SEC filing dates

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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 7, 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 8.01. Other Events

Effective January 7, 2026, Monte Rosa Therapeutics, Inc. (the “Company”) terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the Company’s registration statement on Form S-3 (File No. 333-285942) (the “Registration Statement”) and related to the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable pursuant to the Open Market Sale Agreement, dated July 1, 2022, by and among the Company and Jefferies LLC, as amended by Amendment No. 1 to the Open Market Sale Agreement, dated March 20, 2025, by and among the Company and Jefferies LLC (collectively, the “Sales Agreement”). As a result, the Company will not make any sales of Common Stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect. As of January 7, 2026, the Company has issued and sold 2,955,082 of shares of Common Stock under the Sales Agreement, for aggregate net proceeds of $24.2 million.

A copy of the Sales Agreement was filed as Exhibits 1.2 and 1.3 to Registration Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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 7, 2026				By:		/s/ Markus Warmuth
						Markus Warmuth
						President and Chief Executive Officer