[8-K] Madrigal Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

AIM ImmunoTech (AIM) is conducting a Rule 424(b)(5) best-efforts offering of up to 2 million Units at $4.00 each, composed of one share (or pre-funded warrant) plus one Class E (5-yr) and one Class F (18-mo) warrant, for $8.0 m gross / ~$7.1 m net proceeds after 7% placement fee and expenses. Post-deal share count could rise from 764,188 to 2,764,188 (no warrant exercise), producing immediate dilution of $3.63/share. A further 100 k placement-agent warrants will be issued at 110% of the offer price.

Funds are earmarked (illustrative 100% raise) for:

• 37% payment of outstanding & future payables
• 32% clinical programs (Ampligen cancer, ME/CFS, Post-COVID, antiviral and vaccine adjuvant studies)
• 26% working capital
• 5% manufacturing

The company has a stockholders’ deficit of −$3.9 m (3/31/25) and $2.2 m cash. AIM is non-compliant with NYSE American’s $6 m equity rule; a plan to regain compliance must succeed by 11 Jun 2026 or shares risk delisting. A 1-for-100 reverse split became effective 12 Jun 2025 to restore trading on NYSE American.

Recent financing includes a $310 k unsecured bridge note due Oct-2025 and a prior $3.3 m Streeterville note (matures Feb-2026). The prospectus emphasises going-concern risk, absence of escrow/minimum raise, limited warrant liquidity and heavy potential dilution.

Insights

Sell-Side Biotechnology Analyst

TL;DR: Small cash raise eases near-term liquidity but leaves listing compliance, dilution and going-concern issues unresolved.

Gross proceeds of $8 m extend AIM’s cash runway yet only partially offset the $3.9 m deficit and ongoing burn. Achieving ≥$6 m positive equity by Jun-2026 will still require either additional capital or substantial warrant exercise. The raise is non-underwritten and lacks a minimum; failure to place most Units would blunt the intended impact. Immediate dilution to existing holders is severe (share count +262%). Cash will mainly retire payables and fund Ampligen trials, which, while strategically important, remain early-stage with no near-term revenue. Overall impact: modestly positive for liquidity, neutral-to-negative for valuation.

Corporate Governance & Listing Compliance Expert

TL;DR: Offering is structured to aid NYSE compliance but carries high execution and delisting risk.

The equity rule shortfall is material; management’s accepted plan buys time but not certainty. Proceeds, if fully raised, could push reported equity toward the $6 m threshold, yet deficit elimination depends on warrant cash exercises and future financings. Lack of escrow, no minimum raise and thin float heighten volatility. Reverse split restored bid price but may not prevent penny-stock risk if shares retrace. Lock-ups (90 days) offer limited downside protection. Impact classified as neutral (0): necessary tactical step, but strategic threats persist.

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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): July 30, 2025

MADRIGAL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33277		04-3508648
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, Pennsylvania		19428
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (267) 824-2827

N/A

(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, $0.0001 par value per share		MDGL		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 7.01 Regulation FD Disclosure.

On July 30, 2025, Madrigal Pharmaceuticals, Inc. issued a press release titled “Madrigal Pharmaceuticals Enters into Exclusive Global License Agreement for Oral GLP-1 Receptor Agonist with CSPC Pharmaceutical Group Limited.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Madrigal Pharmaceuticals, Inc., dated July 30, 2025.
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.

	MADRIGAL PHARMACEUTICALS, INC.
	By:	/s/ Mardi C. Dier
	Name:	Mardi C. Dier
	Title:	Executive Vice President and Chief Financial Officer
Date: July 30, 2025

FAQ

How much capital is AIM ImmunoTech (AIM) aiming to raise in the 424B5 offering?

The company is offering up to $8.0 million gross (2 million Units at $4.00 each), targeting approximately $7.1 million net after fees.

What is the purpose of the funds raised by AIM’s Unit offering?

Net proceeds will be used to pay outstanding/future payables (≈37%), advance clinical programs (≈32%), general working capital (≈26%) and manufacturing (≈5%).

Will the offering help AIM regain NYSE American compliance?

Full placement could improve equity toward the $6 million requirement, but additional capital or warrant exercise may still be needed before 11 Jun 2026.

What dilution will existing shareholders face?

If all Units are sold and no warrants exercised, outstanding shares rise from 764,188 to 2,764,188, and investors pay $4.00 vs. pro-forma book value of $0.37.

What are the key terms of the Class E and Class F warrants?

Both are immediately exercisable at $4.00. Class E expires in five years; Class F in 18 months. Ownership capped at 4.99%–9.99% of outstanding shares.

Does the offering have a minimum subscription or escrow?

No. It is a reasonable best-efforts deal with no minimum and no investor escrow; proceeds go directly to the company at closing.