[8-K] Maze Therapeutics, Inc. Reports Material Event
Rhea-AI Filing Summary
Maze Therapeutics, Inc. entered into an underwriting agreement with Leerink Partners LLC for a registered public offering of 5,540,000 shares of common stock at $23.50 per share and pre-funded warrants to purchase 850,000 shares at $23.499 per warrant. The company expects gross proceeds of $150 million and estimates net proceeds of about $144.7 million after fees and expenses.
The pre-funded warrants carry a $0.001 per share exercise price and are exercisable any time, subject to beneficial ownership caps generally at 4.99% or 9.99%, adjustable up to 19.99% with advance notice. Maze plans to use the funds primarily to advance its clinical-stage programs MZE829 for APOL1-mediated kidney disease and MZE782 for phenylketonuria and chronic kidney disease, and for general corporate purposes. The company states that, with these proceeds and existing cash and investments, it expects to fund operations into 2029.
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Insights
Maze raises $150M in equity and pre-funded warrants to extend cash runway into 2029.
Maze Therapeutics is conducting an underwritten primary offering of 5.54 million common shares at $23.50 and pre-funded warrants for 850,000 shares at $23.499, generating expected gross proceeds of $150 million and estimated net proceeds of about $144.7 million.
The transaction is made entirely by the company under an automatic shelf registration, with Leerink Partners as sole underwriter. The structure mixes common stock and low-exercise-price pre-funded warrants, a common approach for investors seeking to manage ownership limits while committing substantial capital.
Maze indicates it will direct proceeds primarily to R&D for MZE829 and MZE782, with the combined cash resources expected to fund operations into 2029 based on its current plan. Future disclosures in periodic reports can show how this extended runway supports clinical milestones for these kidney and metabolic disease programs.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
pre-funded warrants financial
automatic shelf registration statement regulatory
beneficially own financial
APOL1-mediated kidney disease (AMKD) medical
phenylketonuria (PKU) medical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On April 21, 2026, Maze Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC as sole underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 5,540,000 shares of its common stock (the “Shares”) and (b) pre-funded warrants to purchase 850,000 shares of its common stock (the “Pre-Funded Warrants”) to the Underwriter (the “Offering”). The Shares will be sold at the offering price of $23.50 per Share. The Pre-Funded Warrants will be sold at an offering price of $23.499 per Pre-Funded Warrant, which represents the per share offering price for the Shares less a $0.001 per share exercise price for each such Pre-Funded Warrant. The Company estimates that net proceeds from the Offering will be approximately $144.7 million, after deducting underwriting discounts and commissions and estimated offering expenses.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, at the election of the holder, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company.
The Company currently intends to use any net proceeds from the Offering primarily to advance research and development of the Company’s product candidates, including MZE829 for the treatment of APOL1-mediated kidney disease (“AMKD”) and MZE782 for the treatment of phenylketonuria (“PKU”) and chronic kidney disease (“CKD”), as well as for general corporate purposes. The Company expects that the net proceeds from the Offering, together with its current cash, cash equivalents and marketable securities, will fund operations into 2029 based on its current business plan.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the automatic shelf registration statement on Form S-3 (File No. 333-293206) that became automatically effective with the Securities and Exchange Commission (“SEC”) on February 4, 2026, and a related prospectus supplement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares and Pre-Funded Warrants in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
On April 21, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current beliefs and expectations of management. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the expected net proceeds of the Offering, the anticipated use of proceeds of the Offering, the timing of the closing of the Offering, statements concerning the Company’s future plans and prospects, any expectations regarding the safety or efficacy of MZE829, MZE782 and other candidates under development, the ability of MZE829 to treat AMKD or other indications, the ability of MZE782 to treat CKD, PKU or other indications, the planned timing of the Company’s clinical trials, data results and further development of MZE829, MZE782 and other therapeutics candidates, the ability to drive financial results and stockholder value, and the Company’s expected cash runway. In addition, when or if used in this Current Report on Form 8-K, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results, levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of factors, including risks and uncertainties related to the Company’s ability to advance MZE829, MZE782 and its other therapeutic candidates, obtain regulatory approval of and ultimately commercialize the Company’s therapeutic candidates, the timing and results of preclinical studies and
clinical trials, the Company’s ability to fund development activities and achieve development goals, its ability to protect its intellectual property, general business and economic conditions, and risks related to the impact on its business of macroeconomic conditions, including inflation, volatile interest rates, tariffs, instability in the global banking sector, and public health crises. Further information on potential risk factors that could affect the Company’s business and its financial results are detailed under the heading “Risk Factors” included in the documents the Company files from time to time with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement by and between Maze Therapeutics, Inc. and Leerink Partners LLC, dated April 21, 2026. | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 5.1 | Opinion of Fenwick & West LLP. | |
| 23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1). | |
| 99.1 | Press Release issued by the Company announcing the pricing of the Offering, dated April 21, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: April 22, 2026 | By: | /s/ Courtney Phillips | ||||
| Courtney Phillips General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
Maze Therapeutics Announces $150 Million Registered Offering
SOUTH SAN FRANCISCO, April 21, 2026 – Maze Therapeutics, Inc. (Nasdaq: MAZE) today announced the pricing of its underwritten registered offering of 5,540,000 shares of its common stock at a price of $23.50 per share. In addition, and in lieu of common stock, Maze is offering to certain investors pre-funded warrants to purchase up to an aggregate of 850,000 shares of common stock at a purchase price of $23.499 per pre-funded warrant, which represents the per share price for the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The gross proceeds to Maze from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Maze, are expected to be $150 million. The offering is expected to close on or about April 23, 2026, subject to the satisfaction of customary closing conditions. All of the securities are being offered by Maze.
The offering includes participation from both new and existing investors including Farallon Capital Management, accounts advised by T. Rowe Price Investment Management, Inc., a large U.S.-based healthcare-focused fund, a leading mutual fund, Frazier Life Sciences, Janus Henderson Investors, Deep Track Capital, Driehaus Capital Management, as well as other healthcare dedicated funds.
Leerink Partners LLC is acting as sole underwriter for the proposed offering.
Maze currently intends to use any net proceeds from this offering primarily to advance research and development of its product candidates, including MZE829 for the treatment of APOL1-mediated kidney disease (AMKD) and MZE782 for the treatment of phenylketonuria (PKU) and chronic kidney disease (CKD), as well as for general corporate purposes. Maze expects that the net proceeds from this offering, together with its current cash, cash equivalents and marketable securities, will fund operations into 2029 based on its current business plan.
The public offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-293206) which became automatically effective with the Securities and Exchange Commission (“SEC”) on February 4, 2026. A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the prospectus supplement relating to the offering, when available, may be obtained from: Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1-800-808-7525 ext. 6105 or by email at syndicate@leerink.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Maze, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Maze Therapeutics, Inc.
Maze Therapeutics is a clinical-stage biopharmaceutical company harnessing the power of human genetics to develop novel small molecule precision medicines for patients with kidney and metabolic diseases. Guided by its Compass™ platform, Maze pursues genetically validated targets by integrating variant discovery and functionalization to discover and advance small molecule programs with first- or best-in-class potential. Maze’s pipeline is led by MZE829, a dual-mechanism APOL1 inhibitor in Phase 2 development for APOL1-mediated kidney disease (AMKD), and MZE782, a SLC6A19 inhibitor advancing to Phase 2 with the potential to treat both phenylketonuria (PKU) and chronic kidney disease (CKD). Maze is headquartered in South San Francisco.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current beliefs and expectations of management. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements regarding Maze’s intention to conduct an offering and sale of its securities, the ability to complete the proposed offering and the expected use of proceeds, statements concerning Maze’s future plans and prospects, any expectations regarding the safety or efficacy of MZE829, MZE782 and other candidates under development, the ability of MZE829 to treat AMKD or other indications, the ability of MZE782 to treat CKD, PKU or other indications, the planned timing of Maze’s clinical trials, data results and further development of MZE829, MZE782 and other therapeutics candidates, the ability to drive financial results and stockholder value, and Maze’s expected cash runway. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the company believes the expectations reflected in such forward-looking statements are reasonable, the company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results, levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the company’s forward-looking statements due to a variety of factors, including risks and uncertainties related to the company’s ability to advance MZE829, MZE782 and its other therapeutic candidates, obtain regulatory approval of and ultimately commercialize the company’s therapeutic candidates, the timing and results of preclinical studies and clinical trials, the company’s ability to fund development activities and achieve development goals, its ability to protect its intellectual property, general business and economic conditions, and risks related to the impact on its business of macroeconomic conditions, including inflation, volatile interest rates, tariffs, instability in the global banking sector, and public health crises. Further information on potential risk factors that could affect the company’s business and its financial results are detailed under the heading “Risk Factors” included in the documents the company files from time to time with the SEC, including the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this press release and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Investor Contacts:
Amy Bachrodt, Maze Therapeutics
abachrodt@mazetx.com
Media Contact:
Amanda Lazaro, 1AB Media
Amanda@1ABMedia.com