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  4. [8-K] IDEAYA Biosciences, Inc. Reports Material Event

IDEAYA Biosciences (NASDAQ: IDYA) raises $323.6M via stock and pre-funded warrants

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

Rhea-AI Filing Summary

IDEAYA Biosciences, Inc. completed a sizable equity offering under an underwriting agreement with multiple investment banks. The company sold 7,222,225 shares of common stock, including full exercise of the underwriters’ 1,666,669-share option, and issued pre-funded warrants to purchase 5,555,576 additional shares. The public offering price was $27.00 per share and $26.9999 per pre-funded warrant, with the underwriters purchasing at discounted prices of $25.38 and $25.3799, respectively. IDEAYA reports net proceeds of approximately $323.6 million, after underwriting discounts and estimated expenses, providing substantial new capital for the business. Directors, executive officers and the company agreed to a 60-day lock-up on most share sales, and the securities were issued off an automatically effective shelf registration statement on Form S-3.

Positive

  • Raised approximately $323.6 million in net proceeds through an underwritten common stock and pre-funded warrant offering, significantly increasing IDEAYA’s available capital.

Negative

  • None.

Insights

IDEAYA raises about $323.6M through an underwritten stock and warrant offering.

IDEAYA Biosciences used its effective shelf registration to complete an underwritten offering of 7,222,225 common shares plus pre-funded warrants for 5,555,576 shares. The public price was $27.00 per share, with standard underwriter discounts.

The transaction generated net proceeds of approximately $323.6 million, which materially expands the company’s cash resources. The inclusion of pre-funded warrants and an ownership limitation suggests some investors preferred a structure that manages reported ownership levels while securing future share rights.

A 60-day lock-up for the company and key insiders reduces immediate secondary selling pressure. Actual dilution and market impact depend on how quickly the pre-funded warrants, which are exercisable from issuance, are converted into shares and how the new capital is deployed over time.

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.
Common shares sold 7,222,225 shares Aggregate common stock sold, including full underwriters’ option
Pre-funded warrant shares 5,555,576 shares Common shares underlying issued pre-funded warrants
Public offering price $27.00 per share Price to public for each common share
Underwriter purchase price (shares) $25.38 per share Price paid by underwriters for common shares
Net proceeds $323.6 million Net proceeds after discounts and estimated expenses
Underwriters’ option 1,666,669 shares Additional common shares under 30-day option, exercised in full
Lock-up period 60 days Restriction on company and insider stock sales after prospectus date
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Pre-Funded Warrants financial
"pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,555,576 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
ownership limitation financial
"Each Pre-Funded Warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation."
shelf registration statement regulatory
"filed with the Securities and Exchange Commission pursuant to the Company’s automatically effective shelf registration statement on Form S-3"
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.
lock-up arrangements financial
"The Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock"
Lock-up arrangements are contractual periods after a stock sale during which certain shareholders, typically founders, directors or early investors, agree not to sell their shares. They act like a temporary hold or cooling-off period that helps prevent a sudden flood of stock hitting the market, which can stabilize the share price; investors watch lock-up expirations because when they end, increased selling can push prices down or reveal insiders’ confidence.
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Understanding 8-K Material Events →
false 0001676725 0001676725 2026-06-08 2026-06-08
 
 

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 8, 2026

 

 

IDEAYA Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38915   47-4268251

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

5000 Shoreline Court, Suite 300

South San Francisco, California 94080

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 443-6209

 

 

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))

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   IDYA   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.

Underwriting Agreement

On June 8, 2026, IDEAYA Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, TD Securities (USA) LLC, UBS Securities LLC and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 5,555,556 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), and, in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,555,576 shares of Common Stock (the “Warrant Shares”) to the Underwriters (the “Offering”). The price to the public in the Offering is $27.00 per Share and $26.9999 per Pre-Funded Warrant, which is the price per share at which the Shares are being sold to the public in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the Shares from the Company at a price of $25.38 per Share and the Pre-Funded Warrants from the Company at a price of $25.3799 per Pre-Funded Warrant. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 1,666,669 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Underwriters’ Option”).

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (Registration No. 333-295560).

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. The Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement, for 60 days after the date of the Prospectus, as defined in the Underwriting Agreement.

On June 10, 2026, the Offering closed and the Company completed the sale and issuance of an aggregate of 7,222,225 shares of Common Stock, including the exercise in full of the Underwriters’ Option, and Pre-Funded Warrants to purchase 5,555,576 Warrant Shares. The Company received net proceeds of approximately $323.6 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the form of Pre-Funded Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.

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

No.

   

Description

1.1    Underwriting Agreement, dated as of June 8, 2026, among IDEAYA Biosciences, Inc. and J.P. Morgan Securities LLC, Jefferies LLC, TD Securities (USA) LLC, UBS Securities LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein.
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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    IDEAYA BIOSCIENCES, INC.
Date: June 10, 2026     By:  

/s/ Joshua Bleharski, Ph.D.

      Joshua Bleharski, Ph.D.
      Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did IDEAYA Biosciences (IDYA) announce in this 8-K filing?

IDEAYA Biosciences announced it entered an underwriting agreement and completed an equity offering of common stock and pre-funded warrants, raising about $323.6 million in net proceeds after underwriting discounts and estimated offering expenses.

How many IDEAYA (IDYA) shares were sold in the offering?

IDEAYA sold 7,222,225 shares of common stock, which includes the underwriters’ full exercise of their option to purchase 1,666,669 additional shares, alongside pre-funded warrants exercisable for 5,555,576 additional common shares.

What was the offering price for IDEAYA (IDYA) shares and pre-funded warrants?

The public price was $27.00 per share of common stock and $26.9999 per pre-funded warrant. Underwriters purchased at discounted prices of $25.38 per share and $25.3799 per pre-funded warrant under the underwriting agreement.

How much capital did IDEAYA (IDYA) raise from this transaction?

IDEAYA reports net proceeds of approximately $323.6 million from the sale of common shares and pre-funded warrants, after deducting underwriters’ discounts, commissions, and estimated offering expenses payable by the company.

What lock-up restrictions apply after IDEAYA’s (IDYA) offering?

IDEAYA, along with its directors and executive officers, agreed not to sell or transfer common stock for 60 days after the date of the prospectus, except for certain permitted transactions, unless they obtain written consent from the underwriters’ representatives.

Under what registration did IDEAYA (IDYA) conduct this offering?

The offering was conducted under a prospectus supplement and related prospectus filed pursuant to IDEAYA’s automatically effective shelf registration statement on Form S-3, identified as Registration No. 333-295560.

Filing Exhibits & Attachments

6 documents

Other Documents