[8-K] MoonLake Immunotherapeutics Reports Material Event

Rhea-AI Filing Summary

MoonLake Immunotherapeutics entered an underwriting agreement to sell 7,142,857 Class A ordinary shares at $10.50 per share. The transaction is expected to generate gross proceeds of $75 million before underwriting discounts and offering expenses.

The shares are being issued under an effective Form S-3 shelf (File No. 333-274286), with a prospectus supplement dated November 5, 2025. Closing is expected on November 6, 2025, subject to customary closing conditions. The company agreed to customary indemnification provisions in favor of the underwriter, Leerink Partners LLC.

Insights

Capital markets analyst

MoonLake priced a primary equity raise: 7.14M shares at $10.50 for $75M gross, pending closing.

MoonLake Immunotherapeutics executed an underwritten primary offering, selling 7,142,857 shares at $10.50 each. This was conducted off an effective S-3 shelf with a same-day prospectus supplement, indicating standard market execution mechanics.

Gross proceeds total $75,000,000 before fees and expenses, implying cash inflow to the issuer upon settlement. Indemnification terms in favor of Leerink Partners LLC reflect customary underwriting provisions under the Securities Act.

The filing targets closing on November 6, 2025, subject to customary conditions. Actual capital received will reflect underwriting discounts and offering expenses; subsequent disclosures will reflect net proceeds and any related use of funds.

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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): November 5, 2025

MOONLAKE IMMUNOTHERAPEUTICS

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		001-39630		98-1711963
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Dorfstrasse 29

6300 Zug

Switzerland

(Address of principal executive offices and Zip Code)

41 415108022

(Registrant’s Telephone Number, Including Area Code)

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 (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
Class A ordinary share, par value $0.0001 per share		MLTX		The Nasdaq Capital Market

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.

On November 5, 2025, MoonLake Immunotherapeutics (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC as the underwriter named therein (the “Underwriter”), to issue and sell 7,142,857 Class A ordinary shares, par value $0.0001 per share (the “Shares”), at an offering price of $10.50 per share (the “Offering”).

The gross proceeds from the Offering are expected to be $75 million before deducting underwriting discounts and offering expenses.

The Shares described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-274286), which became effective on September 11, 2023. A prospectus supplement dated November 5, 2025 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on November 5, 2025. The Offering is expected to close on November 6, 2025, subject to the satisfaction of customary closing conditions.

In the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriter may be required to make because of such liabilities.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Walkers (Cayman) LLP, Cayman counsel to the Company, has issued an opinion to the Company, dated November 5, 2025, regarding the validity of the issuance and sale of the Shares in the Offering. A copy of the opinion is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 5, 2025, by and between MoonLake Immunotherapeutics and Leerink Partners LLC
5.1		Opinion of Walkers (Cayman) LLP
23.1		Consent of Walkers (Cayman) LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	MOONLAKE IMMUNOTHERAPEUTICS
Date: November 5, 2025	By:	/s/ Matthias Bodenstedt
	Name:	Matthias Bodenstedt
	Title:	Chief Financial Officer

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FAQ

What did MoonLake Immunotherapeutics (MLTX) announce in this 8-K?

The company entered an underwriting agreement to sell 7,142,857 Class A shares at $10.50 per share under its S-3 shelf.

How much will MLTX raise from the offering?

Gross proceeds are expected to be $75 million before underwriting discounts and offering expenses.

Who is the underwriter for MoonLake’s offering?

Leerink Partners LLC is the underwriter under the executed underwriting agreement.

When is the offering expected to close?

Closing is expected on November 6, 2025, subject to customary closing conditions.

Under what registration statement is MLTX selling the shares?

The shares are offered under an effective Form S-3 shelf (File No. 333-274286).

Did MoonLake provide legal opinions for the issuance?

Yes. Walkers (Cayman) LLP provided an opinion on the validity of the issuance and sale of the shares.