[8-K] Maze Therapeutics, Inc. Reports Material Event

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.

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.

Insights

Biopharma capital markets analyst

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

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 5,540,000 shares Pre-funded warrants offered: 850,000 warrants Common share offering price: $23.50 per share +5 more

8 metrics

Common shares offered 5,540,000 shares Underwritten public offering of common stock

Pre-funded warrants offered 850,000 warrants Pre-funded warrants exercisable into common shares

Common share offering price $23.50 per share Public offering price for common stock

Pre-funded warrant price $23.499 per warrant Purchase price, reflecting $0.001 exercise price

Gross proceeds $150 million Expected gross proceeds before fees

Estimated net proceeds $144.7 million After underwriting discounts and offering expenses

Beneficial ownership cap 4.99% or 9.99% Default warrant ownership limits by holder election

Maximum ownership cap with notice 19.99% Adjustable warrant ownership limit with 61 days’ notice

Key Terms

underwriting agreement, pre-funded warrants, automatic shelf registration statement, beneficially own, +2 more

6 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC as sole underwriter"

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 to purchase 850,000 shares of its common stock (the “Pre-Funded Warrants”)"

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.

automatic shelf registration statement regulatory

"being made pursuant to the automatic shelf registration statement on Form S-3 (File No. 333-293206)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

beneficially own financial

"may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

APOL1-mediated kidney disease (AMKD) medical

"including MZE829 for the treatment of APOL1-mediated kidney disease (“AMKD”)"

Apol1-mediated kidney disease (AMKD) is kidney damage driven by inherited changes in the APOL1 gene that substantially increase the risk of chronic kidney disease and faster progression to kidney failure, most often seen in people of West African descent. It matters to investors because these genetic drivers define a clear patient subgroup, shaping demand for targeted tests and therapies, influencing clinical trial design and regulatory strategy, and helping estimate market size—like a faulty blueprint that predicts who will need specific medical solutions.

phenylketonuria (PKU) medical

"MZE782 for the treatment of phenylketonuria (“PKU”) and chronic kidney disease (“CKD”)"

A genetic metabolic disorder in which the body cannot break down the amino acid phenylalanine, causing it to build up and potentially damage the brain if untreated; newborn screening and lifelong management are common. Investors care because the condition creates steady demand for diagnostic tests, specialized diets and medical treatments, and because regulatory approvals, reimbursement rules and advances in therapy can materially affect market size and company revenues—think of it like a clogged drain that needs ongoing tools and fixes.

FAQ

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

What is Maze Therapeutics (MAZE) raising in its April 2026 offering?

Maze Therapeutics is conducting an underwritten offering of 5,540,000 common shares at $23.50 and pre-funded warrants for 850,000 shares at $23.499. Expected gross proceeds total about $150 million before underwriting discounts and offering expenses.

How much cash will Maze Therapeutics (MAZE) net from the offering?

Maze estimates net proceeds of approximately $144.7 million from the offering. This figure reflects deductions for underwriting discounts, commissions, and other offering expenses, providing a substantial cash infusion to support its research and corporate activities.

How are the pre-funded warrants in the Maze (MAZE) deal structured?

The pre-funded warrants allow purchase of up to 850,000 common shares at a $0.001 per share exercise price, sold for $23.499 each. They are exercisable at any time, subject to beneficial ownership caps generally at 4.99% or 9.99%, adjustable with notice.

What will Maze Therapeutics (MAZE) use the new capital for?

Maze plans to use net proceeds primarily to advance R&D of its product candidates, including MZE829 for APOL1-mediated kidney disease and MZE782 for phenylketonuria and chronic kidney disease, and for general corporate purposes supporting operations and infrastructure.

How long does Maze Therapeutics (MAZE) expect its cash to last after this raise?

Maze states that net proceeds from the offering, combined with its existing cash, cash equivalents and marketable securities, are expected to fund operations into 2029. This outlook is based on the company’s current business plan and spending assumptions.

Under what registration is the Maze Therapeutics (MAZE) offering being made?

The offering is being conducted under an automatic shelf registration statement on Form S-3 (File No. 333-293206), which became automatically effective with the SEC on February 4, 2026, along with a related prospectus supplement describing the terms.

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

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Accepted by SEC EDGAR 04/22/2026 - 04:56 PM Learn about SEC filing dates

false 0001842295 0001842295 2026-04-21 2026-04-21

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): April 21, 2026

Maze Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42490		82-2635018
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

171 Oyster Point Blvd., Suite 300
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 850-5070

(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
Common Stock - par value $0.001 per share		MAZE		The Nasdaq Stock Market LLC

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 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

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 10.2 KB

Other Documents

• EX-1.1 EX-1.1 275.6 KB
• EX-4.1 EX-4.1 78.5 KB
• EX-5.1 EX-5.1 17.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB