Kiora (NASDAQ: KPRX) secures up to $24M in milestone-based private placement
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kiora Pharmaceuticals entered into a private placement with institutional investors Perceptive Advisors and ADAR1 Capital Management, raising $5.0 million upfront and providing up to an additional $19.0 million in potential warrant exercise proceeds. The deal includes 438,471 common shares, pre-funded warrants for 1,527,711 shares, and Tranche A-1 and A-2 warrants for up to 9,830,909 additional shares at an exercise price of $1.94 per share. Warrants are immediately exercisable and have milestone-based terms tied to strategic transactions and completion of Phase 3 trial enrollment. The securities were issued under Regulation D exemptions and will later be registered for resale under a planned registration statement.
Positive
- None.
Negative
- None.
Insights
Kiora secures near-term cash and sizable warrant-based follow-on capital.
Kiora Pharmaceuticals closed a private placement providing $5.0 million in immediate gross proceeds and up to $19.0 million from common warrant exercises at $1.94 per share. The structure combines common stock, pre-funded warrants, and Tranche A-1 and A-2 warrants sold at a combined price of $2.543 per unit.
The Tranche A-1 warrants have a term of up to nine months, shortened to 30 days if Kiora consummates a transaction that materially expands its commercial opportunity. Tranche A-2 warrants run up to four years, but only for 30 days after any asset completes Phase 3 enrollment, directly linking exercise windows to key corporate and clinical milestones.
The financing is exempt from registration under Section 4(a)(2) and Rule 506(b), with Kiora committing to file a resale registration statement for the shares and warrant stock. Beneficial ownership caps of 4.99% or 9.99% limit concentration per holder, while cashless exercise features and lack of price-reset anti-dilution terms make future dilution more mechanical and event-driven.
8-K Event Classification
4 items: 1.01, 3.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Upfront gross proceeds: $5.0 million
Potential warrant proceeds: $19.0 million
Total potential proceeds: Up to $24 million
+5 more
8 metrics
Upfront gross proceeds
$5.0 million
Private placement closing April 6, 2026
Potential warrant proceeds
$19.0 million
If all Tranche A-1 and A-2 warrants exercised
Total potential proceeds
Up to $24 million
Combined upfront and potential warrant exercises
Common shares issued
438,471 shares
Private Placement Shares of common stock
Pre-funded warrants
1,527,711 shares
Pre-Funded Warrants at $0.0001 exercise price
Tranche A-1 warrant shares
7,864,727 shares
Common stock purchasable at $1.94 per share
Tranche A-2 warrant shares
1,966,182 shares
Common stock purchasable at $1.94 per share
Unit purchase price
$2.5430 per share unit
Common share or pre-funded warrant plus five common warrants
Key Terms
Pre-Funded Warrants, Tranche A-1 Warrants, Tranche A-2 Warrants, Regulation D, +2 more
6 terms
Pre-Funded Warrants financial
"pre-funded Common Stock purchase warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 1,527,711 shares"
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.
Tranche A-1 Warrants financial
"Tranche A-1 Common Stock purchase warrants to purchase up to 7,864,727 shares of Common Stock at an exercise price of $1.94"
Tranche A-2 Warrants financial
"Tranche A-2 Common Stock purchase warrants to purchase up to 1,966,182 shares of Common Stock at an exercise price of $1.94"
Regulation D regulatory
"offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
beneficially owning greater than 4.99% financial
"To the extent that the exercise of a Tranche A-1 Warrant or Tranche A-2 Warrant would result in the holder beneficially owning greater than 4.99%"
cashless exercise financial
"may be exercised by means of a “cashless” exercise formula at any time while outstanding"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 3, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(858 ) 224-9600
(Registrant’s telephone number, including area code)
(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: | ||||||||||||
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.
Private Placement
On April 3, 2026, Kiora Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company (i) 438,471 shares (the “Private Placement Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), (ii) pre-funded Common Stock purchase warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 1,527,711 shares of Common Stock at an exercise price of $0.0001 per share, (iii) Tranche A-1 Common Stock purchase warrants to purchase up to 7,864,727 shares of Common Stock at an exercise price of $1.94 per share (“the Tranche A-1 Warrants”), and (iv) Tranche A-2 Common Stock purchase warrants to purchase up to 1,966,182 shares of Common Stock at an exercise price of $1.94 per share (the “Tranche A-2 Warrants”). The combined purchase price for each Private Placement Share, together with the accompanying four Tranche A-1 Warrants and one Tranche A-2 Warrant, will be $2.5430 and the combined purchase price for each Pre-Funded Warrant, together with the accompanying four Tranche A-1 Warrants and one Tranche A-2 Warrant, will be $2.5429, which price represents the “Minimum Price” in accordance with Nasdaq Listing Rule 5635(d), for expected aggregate gross proceeds at closing of approximately $5.0 million and potential future warrant exercise gross proceeds of approximately $19.0 million. The private placement (the “Private Placement”) closed on April 6, 2026.
The Tranche A-1 Warrants will be exercisable immediately and will terminate upon the earlier of (i) the nine month anniversary of issuance and (ii) 30 days after the Company announces the consummation of a transaction that results in a material expansion of the potential commercial opportunity of the Company’s therapeutic assets. The Tranche A-2 Warrants will be exercisable upon issuance and will terminate upon the earlier of (i) the four year anniversary of issuance and (ii) 30 days after the Company provides notice of the completion of enrollment in a Phase 3 clinical trial for any Company asset. To the extent that the exercise of a Tranche A-1 Warrant or Tranche A-2 Warrant would result in the holder beneficially owning greater than 4.99% (or, at the election of the holder, greater than 9.99%) of the Company’s outstanding common stock immediately following such exercise, the holder will instead receive pre-funded warrants in substantially the same form as the Pre-Funded Warrants issued at closing.
The Pre-Funded Warrants will be exercisable form the date of issuance until exercised in full, and may not be exercised to the extent that immediately following such exercise, the holder would beneficially own greater than 4.99% (or, at the election of the holder, greater than 9.99%) of the Company’s outstanding common stock.
As a condition to closing for the Private Placement, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company will agree to file a registration statement registering the resale of the Private Placement Shares and the shares of Common Stock issuable upon exercise of the Tranche A-1 Warrants, the Tranche A-2 Warrants and the Pre-Funded Warrants within 45 days following the date of the Securities Purchase Agreement. If a resale registration statement covering the shares of Common Stock underlying the Tranche A-1 Warrants and the Tranche A-2 Warrants is not effective and available at the time of exercise, the Tranche A-1 Warrants and the Tranche A-2 Warrants may be exercised by means of a “cashless” exercise formula. The Pre-Funded Warrants may be exercised by means of a “cashless” exercise formula at any time while outstanding. The warrants do not contain any Black Scholes cash payment obligations, any “price protection” anti-dilution protection or any “price reset” provisions pursuant to which the exercise price of the warrants is subject to adjustment or reset at a future date or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market prices for the Common Stock, or upon any future issuance or sale by the Company of shares of its capital stock or securities exercisable or exchangeable for or convertible into shares of the Company’s capital stock at exercise or conversion prices below the exercise price of the warrants, other than standard pro rata adjustments for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that would impact the Company’s Common Stock generally.
The foregoing descriptions of the Pre-Funded Warrants, the Tranche A-1 Warrants, the Tranche A-2 Warrants, the Securities Purchase Agreement, and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Item 3.02. Unregistered Sales of Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02.
The Private Placement Shares, the Tranche A-1 Warrants, the Tranche A-2 Warrants, the Pre-Funded Warrants, and the shares of common stock underlying the Tranche A-1 Warrants, the Tranche A-2 Warrants and the Pre-Funded Warrants (collectively, the “Securities”) were, and will be, offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Each Purchaser is an “accredited investor,” as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not initially be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock, notes, or any other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On April 7, 2026, the Company issued a press release announcing the signing of Securities Purchase Agreements with the Purchasers. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |||||||
4.1 | Form of Pre-Funded Warrant | |||||||
4.2 | Form of Tranche A-1 Warrant | |||||||
4.3 | Form of Tranche A-2 Warrant | |||||||
10.1* | Form of Securities Purchase Agreement, dated as of April 3, 2026, by and between Kiora Pharmaceuticals, Inc. and the purchasers named therein | |||||||
10.2* | Form of Registration Rights Agreement | |||||||
99.1 | Press Release of Kiora Pharmaceuticals, Inc., dated as of April 7, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
*Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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.
| KIORA PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Melissa Tosca | |||||||
| Melissa Tosca | ||||||||
Chief Financial Officer | ||||||||
| (Principal financial and accounting officer) | ||||||||
| Date: April 7, 2026 | ||||||||
Exhibit 99.1
Kiora Pharmaceuticals Announces Private Placement for Up to $24 Million led by Perceptive Advisors
Sole investors are Perceptive Advisors (new) and ADAR1 Capital Management
Encinitas, California, April 7, 2026 — Kiora Pharmaceuticals, Inc. (Nasdaq: KPRX) (the “Company”), today announced that it has closed on a private placement providing up to $24 million in gross proceeds, consisting of $5.0 million in upfront funding and up to an additional $19 million upon the exercise of accompanying milestone-based warrants. The sole investors in the private placement are Perceptive Advisors and ADAR1 Capital Management. No placement agent was engaged in connection with the transaction. The private placement was priced at-the-market under Nasdaq rules. Kiora intends to use the upfront proceeds from the private placement to support general corporate purposes, including business operations, strategic business development activities, and ongoing research and development.
Under the terms of the agreement, each share of common stock, or pre-funded warrant in lieu thereof, was sold together with four accompanying short-term Tranche A-1 common warrants and one accompanying Tranche A-2 common warrant at a combined purchase price of $2.543 per share. The Tranche A-1 common warrants have an initial term of up to 9 months, which is reduced to 30 days upon Kiora executing a strategic transaction that materially expands the market opportunity of the Company’s therapeutic assets. The Tranche A-2 common warrants have an initial term of up to 4 years, which is reduced to 30 days upon any Kiora assets completing enrollment in a Phase 3 clinical trial. All of the common warrants are immediately exercisable at a price of $1.94 per share, representing potential aggregate gross proceeds to the Company of up to approximately $19 million if exercised in full.
In lieu of shares of common stock, the investors also received pre-funded warrants at a combined purchase price of $2.543 per pre-funded warrant and accompanying common warrants, which equals the purchase price per share of common stock and accompanying common warrants less $0.0001, which is equal to the exercise price of each pre-funded warrant. The transaction closed on April 6, 2026.
The offer and sale of the foregoing securities was made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock sold in the private placement, as well as the shares of common stock issuable upon exercise of the warrants.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of that jurisdiction. Any offering of the securities under the resale registration statement will be made only by means of a prospectus.
Blank Rome LLP served as legal advisors to Kiora for this transaction.
About Kiora Pharmaceuticals
Kiora Pharmaceuticals is a clinical-stage biotechnology company developing advanced therapies for retinal disease. We target critical pathways underlying retinal diseases using innovative small molecules to slow, stop, or restore vision loss. KIO-301 is being developed initially for the treatment of retinitis pigmentosa, with potential to expand into choroideremia and Stargardt disease. It is a molecular photoswitch that has the potential to restore vision in patients with inherited and/or age-related retinal degeneration. KIO-104 is being developed for the treatment of macular edema due to retinal inflammation. It is a next-generation, non-steroidal, immuno-modulatory, and small-molecule inhibitor of dihydroorotate dehydrogenase (DHODH).
Exhibit 99.1
In addition to news releases and SEC filings, we expect to post information on our website, www.kiorapharma.com, and social media accounts that could be relevant to investors. We encourage investors to follow us on X and LinkedIn as well as to visit our website and/or subscribe to email alerts.
Forward-Looking Statements
Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, Kiora's ability to execute on development and commercialization efforts and other regulatory or marketing approval efforts pertaining to Kiora's development-stage products, including KIO-104 and KIO-301, as well as the success thereof, with such approvals or success may not be obtained or achieved on a timely basis or at all, the anticipated use of proceeds from the private placement, the anticipated filing of a resale registration statement, the potential for the common warrants to be accelerated upon achieving future milestones, and the potential to receive proceeds upon the exercise of common warrants. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among other things, the ability to conduct clinical trials on a timely basis, market and other conditions and certain risk factors described under the heading "Risk Factors" contained in Kiora's Annual Report on Form 10-K filed with the SEC on March 25, 2026 or described in Kiora's other public filings, including on Form 10-Q filed with the SEC on November 7, 2025. Kiora's results may also be affected by factors of which Kiora is not currently aware. The forward-looking statements in this press release speak only as of the date of this press release. Kiora expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions, or circumstances on which any such statement is based, except as required by law.
Contacts:
Investors
Investors@kiorapharma.com
FAQ
What did Kiora Pharmaceuticals (KPRX) announce in this private placement?
Kiora Pharmaceuticals announced a private placement providing $5.0 million in upfront gross proceeds and up to an additional $19.0 million from warrant exercises. The financing involves common stock, pre-funded warrants, and milestone-based Tranche A-1 and A-2 common warrants sold to institutional investors.
How much capital can Kiora Pharmaceuticals (KPRX) potentially raise from this deal?
Kiora can receive $5.0 million in immediate gross proceeds plus up to approximately $19.0 million if all associated common warrants are exercised. This brings the total potential gross proceeds of the private placement to up to $24 million, depending on warrant exercise.
What securities were issued in Kiora Pharmaceuticals’ (KPRX) private placement?
Kiora issued 438,471 common shares, pre-funded warrants for up to 1,527,711 shares, and Tranche A-1 and A-2 common stock warrants for up to 9,830,909 shares. All common warrants carry an exercise price of $1.94 per share and are immediately exercisable.
How are the Tranche A-1 and Tranche A-2 warrants structured for Kiora (KPRX)?
Tranche A-1 warrants are exercisable immediately for up to nine months, reduced to 30 days after a qualifying strategic transaction. Tranche A-2 warrants run up to four years, reduced to 30 days after completion of Phase 3 enrollment for any asset, aligning exercise windows with key milestones.
Under what exemptions was the Kiora Pharmaceuticals (KPRX) private placement conducted?
The private placement relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The investors are accredited, and the securities were sold in unregistered transactions, with future resales dependent on an effective registration statement or another valid exemption.
How does Kiora Pharmaceuticals (KPRX) plan to use the upfront proceeds?
Kiora plans to use the $5.0 million in upfront proceeds for general corporate purposes. These include supporting business operations, strategic business development activities, and ongoing research and development across its retinal disease therapy programs, as described in the company’s announcement.