Milestone Pharmaceuticals closes $75M royalty sale

Milestone Pharmaceuticals Inc. reported that it has closed a previously arranged royalty financing tied to its drug candidate etripamil.

Rhea-AI Filing Summary

Milestone Pharmaceuticals Inc. reported that it has closed a previously arranged royalty financing tied to its drug candidate etripamil. Under a Royalty Purchase Agreement originally signed in March 2023, funds managed by RTW Investments agreed to pay a purchase price of $75.0 million after U.S. Food and Drug Administration approval of etripamil, in exchange for a right to receive tiered quarterly royalties on annual net product sales of etripamil in the United States.

On January 12, 2026, the company completed this transaction and received the $75.0 million payment from certain funds managed by RTW in return for the royalty interest. Going forward, those RTW-managed funds are entitled to the specified tiered royalty stream on U.S. sales of etripamil, while Milestone retains the upfront cash proceeds from the sale.

Insights

Biopharma financing and royalty-structuring analyst

Milestone receives $75M upfront by selling future etripamil sales royalties to RTW-managed funds.

Milestone Pharmaceuticals has completed the sale of a royalty interest in etripamil to funds managed by RTW Investments under a Royalty Purchase Agreement first entered into in March 2023. The agreement provides those funds with tiered quarterly royalty payments on annual net product sales of etripamil in the United States, in exchange for an upfront purchase price of $75.0 million that became payable after U.S. Food and Drug Administration approval of etripamil, subject to stated conditions.

On January 12, 2026, the company closed this royalty sale and received the full $75.0 million purchase price from certain RTW-managed funds. Economically, this shifts a portion of potential future U.S. etripamil revenue to the RTW funds while providing Milestone with immediate non-equity cash. The actual financial impact will depend on eventual U.S. net product sales of etripamil and the specific tiered royalty rates specified in the Royalty Purchase Agreement.

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.

FAQ

What transaction did Milestone Pharmaceuticals (MIST) complete on January 12, 2026?

On January 12, 2026, Milestone Pharmaceuticals Inc. closed the sale of a royalty interest in etripamil to certain funds managed by RTW Investments under a Royalty Purchase Agreement and completed the associated financing arrangement.

How much cash did Milestone Pharmaceuticals (MIST) receive from the etripamil royalty sale?

Milestone Pharmaceuticals received a purchase price of $75.0 million from certain funds managed by RTW in exchange for selling a royalty interest in U.S. net product sales of etripamil.

What rights did RTW-managed funds obtain in Milestone Pharmaceuticals’ etripamil royalty deal?

Funds managed by RTW Investments obtained the right to receive tiered quarterly royalty payments on annual net product sales of etripamil in the United States, referred to as the royalty interest.

When was the Royalty Purchase Agreement between Milestone Pharmaceuticals and RTW originally signed?

Milestone Pharmaceuticals entered into the Royalty Purchase Agreement with RTW on March 27, 2023, later amended, setting up the terms under which RTW-managed funds would buy the royalty interest after U.S. Food and Drug Administration approval of etripamil.

What triggers the payment obligations in Milestone Pharmaceuticals’ Royalty Purchase Agreement?

Under the Royalty Purchase Agreement, after U.S. Food and Drug Administration approval of etripamil (subject to certain conditions), funds managed by RTW agreed to pay $75.0 million to Milestone in exchange for a royalty interest on U.S. etripamil sales.

Does Milestone Pharmaceuticals retain ownership of etripamil after the royalty sale?

The disclosure describes the sale of a royalty interest—the right to receive tiered quarterly royalties on U.S. net product sales of etripamil—to RTW-managed funds, while Milestone receives the $75.0 million purchase price; it does not state a transfer of product ownership.

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Accepted by SEC EDGAR 01/13/2026 - 06:06 AM Learn about SEC filing dates

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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):

January 12, 2026

MILESTONE PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Québec		001-38899		Not applicable
(state or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1111 Dr. Frederik-Philips Boulevard,
Suite 420
Montréal, Québec CA		H4M 2X6
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (514) 336-0444

(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 Shares		MIST		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

As previously disclosed, on March 27, 2023, Milestone Pharmaceuticals Inc. (the “Company”) entered into a Purchase and Sale Agreement (as amended, the “Royalty Purchase Agreement”) with RTW Royalty I DAC, an affiliate of RTW Investments, LP (“RTW”), pursuant to which funds managed by RTW agreed to purchase, following U.S. Food and Drug Administration approval of etripamil (subject to certain conditions), in exchange for a purchase price of $75.0 million, the right to receive tiered quarterly royalty payments (the “royalty interest”) on the annual net product sales of etripamil in the United States.

On January 12, 2026, the Company closed the sale of the royalty interest under the Royalty Purchase Agreement and received the $75.0 million purchase price from certain funds managed by RTW in exchange for the royalty interest.

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.

	MILESTONE PHARMACEUTICALS INC.
Date: January 13, 2026	By:	/s/ Amit Hasija
		Amit Hasija
		Chief Financial Officer Principal Financial Officer