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  4. [8-K] MoonLake Immunotherapeutics Reports Material Event

MoonLake Immunotherapeutics (NASDAQ: MLTX) launches $200M equity and warrant sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MoonLake Immunotherapeutics entered an underwriting agreement for a $200 million equity offering. The company agreed to sell 9,000,000 Class A ordinary shares at $20.00 per share and, for certain investors, pre-funded warrants to purchase up to 1,000,000 ordinary shares at a public offering price of $19.9999 each with a nominal exercise price of $0.0001.

The underwriters also have a 30-day option to buy up to an additional 1,500,000 ordinary shares at the public offering price less underwriting discounts and commissions. The securities are being issued under an effective Form S-3 shelf registration, with closing expected on June 25, 2026, subject to customary conditions.

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Insights

MoonLake structures a $200M follow-on equity deal with warrants.

MoonLake Immunotherapeutics has arranged a public offering of 9,000,000 shares at $20.00 plus pre-funded warrants for up to 1,000,000 additional shares at $19.9999 each, targeting gross proceeds of $200 million before fees.

The deal includes a 30-day option for underwriters to purchase up to 1,500,000 extra shares, which can increase total equity issued. Pre-funded warrants are immediately exercisable at $0.0001 and carry beneficial ownership limits at 4.99% or 9.99%, adjustable up to 19.99% with notice.

The transaction is conducted under an existing Form S-3 shelf, with closing expected on June 25, 2026, subject to customary conditions. Actual dilution and capital impact will depend on whether the overallotment option is exercised and how quickly holders exercise the pre-funded warrants.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares offered 9,000,000 shares Class A ordinary shares at $20.00 per share in the offering
Share offering price $20.00 per share Public offering price for Class A ordinary shares
Pre-funded warrants 1,000,000 warrants Pre-funded warrants to purchase ordinary shares in lieu of shares
Pre-funded warrant price $19.9999 each Public offering price per pre-funded warrant
Warrant exercise price $0.0001 per share Exercise price for ordinary shares under pre-funded warrants
Underwriters’ option shares 1,500,000 shares Additional ordinary shares subject to 30-day underwriters’ option
Expected gross proceeds $200 million Gross proceeds before underwriting discounts and offering expenses
Beneficial ownership caps 4.99%, 9.99%, up to 19.99% Ownership limits tied to pre-funded warrant exercises
Underwriting Agreement financial
"entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC"
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 up to 1,000,000 Ordinary Shares at a public offering price"
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.
shelf registration statement on Form S-3 regulatory
"offered pursuant to a shelf registration statement on Form S-3 (File No. 333-274286)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
beneficially owned financial
"would cause the aggregate number of Ordinary Shares beneficially owned by the holder"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Emerging growth company regulatory
"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001821586 0001821586 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): June 23, 2026

 

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 June 23, 2026, MoonLake Immunotherapeutics (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC, as the representative of the underwriters named therein (the “Underwriters”), to issue and sell, in a public offering (the “Offering”), 9,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at a public offering price of $20.00 per share (the “Firm Shares”), and, in lieu of Ordinary Shares to certain investors that so choose, pre-funded warrants to purchase up to 1,000,000 Ordinary Shares at a public offering price of $19.9999 per pre-funded warrant (the “Pre-Funded Warrants”). The Pre-Funded Warrants have an exercise price of $0.0001 per share and are exercisable immediately. In addition, the Company granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,500,000 Ordinary Shares (the “Option Shares”, and together with the Firm Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions (the “Option”). The Shares and the Pre-Funded Warrants are collectively referred to herein as the “Securities.”

 

The exercise price and the number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustments in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the Ordinary Shares. Holders of the Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant which, upon giving effect to such exercise, would cause the aggregate number of Ordinary Shares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Such percentage may be increased or decreased by the holder of the Pre-Funded Warrants to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to us.

 

The gross proceeds from the Offering are expected to be $200 million before deducting underwriting discounts and offering expenses.

 

The Securities 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 final prospectus supplement dated June 23, 2026 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on June 24, 2026. The Offering is expected to close on June 25, 2026, subject to the satisfaction of customary closing conditions.

 

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

 

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibits.

 

Walkers (Cayman) LLP, Cayman counsel to the Company, has issued an opinion to the Company, dated June 24, 2026, regarding the validity of the issuance and sale of the Securities 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 June 23, 2026, by and between MoonLake Immunotherapeutics and Leerink Partners LLC.
4.1   Form of Pre-Funded Warrant
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)

 

1

 

 

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: June 25, 2026 By: /s/ Matthias Bodenstedt
  Name: Matthias Bodenstedt
  Title: Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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