STOCK TITAN

LeonaBio hits 500 patients, $146M potential warrant cash

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LeonaBio, Inc. (LONA) reported enrollment of the 500th subject in its ongoing Phase 3 ELAINE-3 clinical trial of lasofoxifene in combination with abemaciclib for ER-positive, HER2-negative, ESR1-mutated metastatic breast cancer after progression on aromatase inhibitors and CDK4/6 inhibitors.

LeonaBio previously issued 23,031,494 Series A Common Warrants in a December 2025 private placement, each with an exercise price of $6.35 per share, generally payable in cash unless a resale registration statement is unavailable, in which case they may be exercised on a cashless net basis. The warrants become exercisable at each holder’s option after the earlier of (1) the latest of June 30, 2026, the publicly announced ELAINE-3 Enrollment Date, and specified FDA action on Eli Lilly’s imlunestrant plus abemaciclib application, and (2) October 31, 2026, and remain exercisable for 30 days, no later than November 30, 2026. If exercised in full for cash, they would provide approximately $146.2 million of additional capital.

Positive

  • 500th patient enrolled in Phase 3 ELAINE-3 trial, marking a significant clinical milestone for lasofoxifene plus abemaciclib in a targeted metastatic breast cancer population.
  • Potential $146.2 million capital inflow if all 23,031,494 Series A Common Warrants are exercised for cash at $6.35 per share, enhancing LeonaBio’s funding flexibility.

Negative

  • Warrant proceeds are uncertain, as some or all Series A Common Warrants may expire unexercised or be exercised on a cashless basis, which could result in reduced or no cash inflows.
  • Clinical and regulatory outcomes are uncertain for both the ELAINE-3 trial and third-party products such as imlunestrant, which could affect timelines and value realization.

Filing Explained

The disclosed approximately $146.2 million is a maximum cash-proceeds scenario, not committed funding: the 23,031,494 warrants may expire unexercised or be exercised cashlessly, yielding less or no cash to LeonaBio.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
ELAINE-3 trial enrollment milestone 500 subjects Enrollment milestone reached in Phase 3 ELAINE-3 trial
Series A Common Warrants issued 23,031,494 warrants Warrants issued in December 2025 private placement
Series A Common Warrant exercise price $6.35 per share Cash exercise price per share of common stock
Potential proceeds from full Series A Warrant exercise $146.2 million Approximate additional capital if all Series A Warrants are exercised for cash
Latest date for Initial Exercise Date input (calendar test) October 31, 2026 Alternative trigger date for Series A Common Warrant Initial Exercise Date
Maximum termination date for Series A Common Warrants November 30, 2026 Latest possible Series A Common Warrant Termination Date
Series A Warrant exercise window 30 days Period after Initial Exercise Date during which warrants are exercisable
Phase 3 ELAINE-3 clinical trial medical
"enrolled the 500th subject in its ongoing Phase 3 ELAINE-3 clinical trial"
CDK4/6 inhibitor medical
"lasofoxifene in combination with abemaciclib, a CDK4/6 inhibitor"
A CDK4/6 inhibitor is a type of cancer drug that blocks two proteins (CDK4 and CDK6) that tell cells to divide, effectively slowing or stopping the growth of tumors. Think of it as cutting power to a photocopier that keeps making cancer cells; that control can shrink tumors or delay progression. For investors, these drugs matter because clinical trial results, regulatory approvals, patent life, safety issues and competition directly affect sales potential and company value.
ESR1-mutated metastatic breast cancer medical
"as a targeted therapy for estrogen receptor-positive (ER+), HER2-negative, ESR1-mutated metastatic breast cancer"
cashless net exercise financial
"will be exercisable on a cashless net exercise basis"
complete response letter regulatory
"approves, or issues a complete response letter with respect to, the marketing application"
A complete response letter is an official communication from a drug or medical-device regulator, such as the U.S. Food and Drug Administration (FDA), telling a company that a marketing application cannot be approved in its current form and listing the specific deficiencies to be fixed. For investors it matters because it pauses or delays a product’s path to market—like a building inspector issuing a list of repairs before a certificate of occupancy—affecting revenue timing, costs and stock value.
resale registration statement regulatory
"unless a resale registration statement registering the resale of the shares"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

FAQ

What milestone did LeonaBio (LONA) announce for the ELAINE-3 trial?

LeonaBio announced enrollment of the 500th subject in its Phase 3 ELAINE-3 clinical trial of lasofoxifene plus abemaciclib for ER+, HER2-negative, ESR1-mutated metastatic breast cancer after prior aromatase inhibitor and CDK4/6 inhibitor therapy.

How many Series A Common Warrants has LeonaBio (LONA) issued and at what price?

LeonaBio has issued 23,031,494 Series A Common Warrants, each with an exercise price of $6.35 per share, generally payable in cash unless a resale registration statement is unavailable, in which case they are exercisable on a cashless net basis.

When do LeonaBio’s (LONA) Series A Common Warrants become exercisable?

The Series A Common Warrants become exercisable after the earlier of (1) the latest of June 30, 2026, the publicly announced ELAINE-3 Enrollment Date, and specified FDA action on imlunestrant plus abemaciclib, and (2) October 31, 2026.

How long will LeonaBio’s (LONA) Series A Common Warrants remain exercisable?

The Series A Common Warrants remain exercisable for 30 days after the Initial Exercise Date, with the termination date no later than November 30, 2026, at each holder’s option.

How much capital could LeonaBio (LONA) receive if all Series A Warrants are exercised?

If all 23,031,494 Series A Common Warrants are exercised for cash at $6.35 per share, LeonaBio states it would receive approximately $146.2 million of additional capital.

What risks does LeonaBio (LONA) highlight regarding the Series A Warrant proceeds?

LeonaBio notes that some or all Series A Common Warrants may expire unexercised or be exercised on a cashless net exercise basis, which could result in reduced or no cash proceeds to the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
0001620463false00016204632026-08-262026-08-26

 

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): August 26, 2026

LeonaBio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39503

45-3368487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

18706 North Creek Parkway, Suite 104
Bothell, WA 98011

(Address of principal executive offices, including zip code)

(425) 620-8501

(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 (see General Instruction A.2. below):

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

LONA

The Nasdaq Stock Market LLC 
(The Nasdaq Capital 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 August 26, 2026, LeonaBio, Inc. (the “Company”) announced that it had enrolled the 500th subject in its ongoing Phase 3 ELAINE-3 clinical trial (NCT05696626) for lasofoxifene in combination with abemaciclib, a CDK4/6 inhibitor, as a targeted therapy for estrogen receptor-positive (ER+), HER2-negative, ESR1-mutated metastatic breast cancer, following progression on aromatase inhibitors and CDK4/6 inhibitors (the “ELAINE-3 Trial”).

 

In connection with the private placement financing that the Company completed in December 2025 (the “December 2025 Private Placement”), the Company issued warrants to purchase shares of the Company’s common stock, including 23,031,494 Series A Common Warrants (the “Series A Common Warrants”). The Series A Common Warrants have an exercise price of $6.35 per share, to be paid in cash, unless a resale registration statement registering the resale of the shares of common stock issuable upon exercise of the Series A Common Warrants is unavailable at the time of exercise, in which case the Series A Common Warrants will be exercisable on a cashless net exercise basis.

 

The Series A Common Warrants are exercisable, at each holder’s option, after the earlier of (1) the latest of (a) June 30, 2026, (b) the date on which the Company publicly announces, by means of a widely disseminated press release or a Current Report on Form 8-K, the enrollment of the 500th subject or the last subject, whichever is earlier, in the ELAINE-3 Trial (the “ELAINE-3 Enrollment Date”), and (c) the date on which the U.S. Food and Drug Administration approves, or issues a complete response letter with respect to, the marketing application, including any supplement to a new drug application, for imlunestrant in combination with abemaciclib in breast cancer submitted by Eli Lilly & Co., and (2) October 31, 2026 (such earlier date, the “Series A Common Warrant Initial Exercise Date”). The Series A Common Warrants will remain exercisable, at each holder’s option, until the 30th day following the Series A Common Warrant Initial Exercise Date (the “Series A Common Warrant Termination Date”), which Series A Common Warrant Termination Date will be no later than November 30, 2026.

 

This Current Report on Form 8-K constitutes the Company’s public announcement, for purposes of clause (1)(b) above, of the enrollment of the 500th subject in the ELAINE-3 Trial and, accordingly, establishes the ELAINE-3 Enrollment Date as of the date hereof.

 

If exercised in full, the Series A Common Warrants would provide the Company with approximately $146.2 million of additional capital.

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including statements regarding: the amount of proceeds, if any, the Company may receive upon exercise of the Series A Common Warrants. These forward-looking statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely, including that: enrollment, data, or regulatory outcomes relating to the ELAINE-3 Trial or to third-party products such as imlunestrant may differ from current expectations; some or all of the Series A Common Warrants may expire unexercised, or may be exercised on a cashless net exercise basis providing less or no cash proceeds to the Company; and the other risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. These forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements, except as required by law.


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 hereunto duly authorized.

LeonaBio, Inc.

Date:

August 26, 2026

By:

/s/ Mark Litton

Mark Litton

President and Chief Executive Officer


Filing Exhibits & Attachments

1 document