Maze Therapeutics exchanges 2.78M shares for warrants

The warrants carry a $0.001 per-share exercise price, a 9.99% beneficial-ownership limit, and restricted voting rights for the underlying shares.

Rhea-AI Filing Summary

Maze Therapeutics, Inc. entered into an exchange agreement on October 15, 2026, under which it exchanged an aggregate of 2,776,007 common shares held by Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences X, L.P., Frazier Life Sciences XI, L.P. and Frazier Life Sciences XII, L.P. for pre-funded warrants to purchase an aggregate of 2,776,007 common shares. The warrants have an exercise price of $0.001 per share and may be exercised at any time after issuance.

The warrants cannot be exercised if doing so would cause the exchanging stockholder to beneficially own more than 9.99% of outstanding common stock, subject to certain exceptions. Maze reported 53,931,889 common shares outstanding as of October 16, 2026, after giving effect to the exchange. The warrant holders cannot vote the underlying shares except to the extent required by Delaware law. The warrants will be issued without Securities Act registration in reliance on the Section 3(a)(9) exemption.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares exchanged: 2,776,007 shares Common shares underlying warrants: 2,776,007 shares Exercise price: $0.001 per share +2 more

5 metrics

Common shares exchanged 2,776,007 shares Exchanged for pre-funded warrants on October 15, 2026

Common shares underlying warrants 2,776,007 shares Shares purchasable under the pre-funded warrants

Exercise price $0.001 per share Pre-funded warrants

Common shares outstanding 53,931,889 shares As of October 16, 2026, after giving effect to the exchange

Beneficial-ownership limit 9.99% Exercise restriction, subject to certain exceptions

Key Terms

pre-funded warrants, exercise price, beneficially own, Section 3(a)(9)

4 terms

pre-funded warrants financial

"pre-funded warrants (the “Exchange 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.

exercise price financial

"with an exercise price of $0.001 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

beneficially own regulatory

"would beneficially own more than 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.

Section 3(a)(9) regulatory

"exemption from registration contained in Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

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

How many MAZE shares did Maze exchange for pre-funded warrants?

Maze exchanged an aggregate of 2,776,007 common shares for warrants to purchase an aggregate of 2,776,007 common shares. The shares were held by Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences X, L.P., Frazier Life Sciences XI, L.P. and Frazier Life Sciences XII, L.P.

How many MAZE common shares were outstanding after the exchange?

Maze reported 53,931,889 common shares outstanding as of October 16, 2026, after giving effect to the exchange.

What is the exercise price and when can the MAZE warrants be exercised?

Each warrant has an exercise price of $0.001 per share and may be exercised at any time after its date of issuance.

What ownership limit applies to the MAZE pre-funded warrants?

The exchanging stockholder cannot exercise the warrants if doing so would cause it to beneficially own more than 9.99% of outstanding common stock, subject to certain exceptions.

Can holders vote the MAZE shares underlying the warrants?

The warrant holders do not have the right to vote the underlying common shares, except to the extent required by Delaware law.

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

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Available on EDGAR 10/16/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:05 PM EDT Learn about SEC filing dates

false 0001842295 0001842295 2026-10-15 2026-10-15

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): October 15, 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 1.01 Entry into a Material Definitive Agreement.

The information contained below under Item 3.02 is hereby incorporated by reference in response to this Item 1.01 of Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

On October 15, 2026, Maze Therapeutics, Inc. (“Maze”) entered into an exchange agreement (the “Exchange Agreement”) with Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences X, L.P., Frazier Life Sciences XI, L.P. and Frazier Life Sciences XII, L.P. (collectively, the “Exchanging Stockholder”), pursuant to which Maze exchanged an aggregate of 2,776,007 shares of Maze’s common stock, par value $0.001 per share (the “Common Stock”), held by the Exchanging Stockholder for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 2,776,007 shares of Common Stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting Common Stock), with an exercise price of $0.001 per share. After giving effect to the exchange of 2,776,007 shares of Common Stock for the Exchange Warrants, the number of shares of Maze’s outstanding Common Stock as of October 16, 2026 is 53,931,889. The Exchange Warrants may be exercised at any time after the date of issuance, except that the Exchange Warrants cannot be exercised by the Exchanging Stockholder if, after giving effect thereto, the Exchanging Stockholder would beneficially own more than 9.99% of the outstanding Common Stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote the shares of Common Stock underlying the Exchange Warrants on any matter except to the extent required by Delaware law. The Exchange Warrants will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

The foregoing descriptions of the terms of the Exchange Agreement and the Exchange Warrants are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 to Maze Therapeutics, Inc.’s Current Report on Form 8-K filed with the Commission on April 22, 2026.
10.1*		Exchange Agreement, dated October 15, 2026, by and among Maze Therapeutics, Inc., Frazier Life Sciences Public Fund, L.P. and certain of its affiliates.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 16, 2026				By:		/s/ Courtney Phillips
						Courtney Phillips General Counsel and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 29.4 KB

Other Documents

• 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