LeonaBio opens $146M potential warrant window

LeonaBio’s Series A Common Warrants are now exercisable for a limited window, with up to $146.2 million of potential cash proceeds.

Rhea-AI Filing Summary

LeonaBio, Inc. (LONA) reports that a large warrant issue has become exercisable. As part of a December 2025 private placement, the company issued Series A Common Warrants covering 23,031,494 shares of common stock at an exercise price of $6.35 per share. These warrants became exercisable on September 18, 2026 and will remain exercisable until October 19, 2026.

If all Series A Common Warrants are exercised for cash, LeonaBio states that it would receive approximately $146.2 million in additional capital. The company cautions that some or all of the warrants may expire unexercised or be exercised on a cashless net exercise basis, which would result in reduced or no cash proceeds.

Filing Explained

Existing holders face conditional ownership dilution; the company’s cash benefit is uncertain because exercise may be cashless or not occur.

The warrants are exercisable through October 19, 2026, but the filing describes exercisability rather than an exercise or share issuance; exercise would create capacity for up to 23,031,494 additional common shares.

If shares are issued on exercise, the added share count would reduce existing holders’ percentage ownership absent offsetting changes.

The filing’s approximately $146.2 million figure is conditional cash capital from full cash exercise, not committed proceeds: some warrants may expire or use cashless net exercise.

At June 30, 2026, the company had $32.323 million of cash and $18.744 million of short-term investments; those resources equaled 274 days of the last reported quarterly operating cash use at that rate.

The key resolution points are whether the resale registration statement is effective when exercise occurs, which affects the stated cashless-exercise condition, and the October 19, 2026 expiry.

Sources and calculations

• LeonaBio Form 8-K (2026-09-18)
• Dilution definition (undated)
• LeonaBio second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($32,323,000 + $18,744,000) / ($16,958,000 / 91) = 274 days

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares under Series A Common Warrants: 23,031,494 shares Exercise price per share: $6.35 per share Potential cash proceeds: $146.2 million +2 more

5 metrics

Shares under Series A Common Warrants 23,031,494 shares Aggregate shares of common stock purchasable under the warrants issued in December 2025

Exercise price per share $6.35 per share Exercise price of the Series A Common Warrants

Potential cash proceeds $146.2 million Approximate proceeds if all Series A Common Warrants are exercised in full for cash

Warrant exercisability start date September 18, 2026 Date on which the Series A Common Warrants became exercisable

Warrant expiration date October 19, 2026 Date until which the Series A Common Warrants remain exercisable

Key Terms

private placement, Series A Common Warrants, cashless net exercise, resale registration statement, +1 more

5 terms

private placement financial

"In December 2025, as part of a private placement, LeonaBio, Inc. ..."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Series A Common Warrants financial

"issued warrants to purchase an aggregate of 23,031,494 shares ..."

Warrants tied to Series A common shares are tradable certificates that give the holder the right, but not the obligation, to buy a company’s Series A common stock at a predetermined price before a set expiration date. Think of them like coupons to buy shares later: if the stock rises above the coupon price, the holder can profit, but exercising them increases the number of shares outstanding and can dilute existing shareholders. Investors watch warrants because they affect future ownership, potential cash the company may receive, and the stock’s supply dynamics.

cashless net exercise financial

"may be exercised on a cashless net exercise basis in the event ..."

resale registration statement regulatory

"in the event our resale registration statement registering the resale ..."

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.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of Section 27A ..."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did LeonaBio (LONA) announce about its Series A Common Warrants?

LeonaBio announced that its Series A Common Warrants, issued in a December 2025 private placement, became exercisable on September 18, 2026 and will remain exercisable until October 19, 2026 for shares of the company’s common stock.

How many shares are covered by LeonaBio’s (LONA) Series A Common Warrants?

The Series A Common Warrants allow holders to purchase an aggregate of 23,031,494 shares of LeonaBio’s common stock. This figure represents the total share amount subject to these warrants as disclosed in the report.

What is the exercise price of LeonaBio’s (LONA) Series A Common Warrants?

The Series A Common Warrants have an exercise price of $6.35 per share. This is the price at which warrant holders may purchase LeonaBio common stock during the exercise period, subject to the terms of the warrants.

What potential cash proceeds could LeonaBio (LONA) receive from the warrant exercises?

If all Series A Common Warrants are exercised in full for cash, LeonaBio states it would receive approximately $146.2 million in additional capital. The company notes this amount is not guaranteed and depends on actual warrant exercises.

What is the exercise period for LeonaBio’s (LONA) Series A Common Warrants?

The Series A Common Warrants became exercisable on September 18, 2026 and will remain exercisable until October 19, 2026. This defines the limited time window in which holders may exercise the warrants under their current terms.

Can LeonaBio (LONA) receive no cash from the warrant exercises?

Yes. LeonaBio discloses that some or all warrants may expire unexercised, or could be exercised on a cashless net exercise basis if a resale registration statement is not effective, which would provide reduced or no cash proceeds to the company.

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

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Available on EDGAR 09/22/2026 - 04:21 PM Accepted by SEC EDGAR 09/22/2026 - 04:20 PM Learn about SEC filing dates

0001620463false00016204632026-09-182026-09-18

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): September 18, 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.

In December 2025, as part of a private placement, LeonaBio, Inc. (the “Company”) issued warrants to purchase an aggregate of 23,031,494 shares of its common stock (the “Series A Common Warrants”). The Series A Common Warrants have an exercise price of $6.35 per share.

On September 18, 2026, the Series A Common Warrants became exercisable and will remain exercisable until October 19, 2026, in accordance with the terms and conditions of the Series A Common Warrants. If exercised in full for cash, 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 some or all of the Series A Common Warrants may expire unexercised, or may be exercised on a cashless net exercise basis in the event our resale registration statement registering the resale of the shares of common stock issuable upon exercise of the Series A Common Warrants is not then effective, 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 Securities and Exchange Commission. 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:	September 22, 2026	By:	/s/ Mark Litton
			Mark Litton
			President and Chief Executive Officer

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