[8-K] Metsera, Inc. Reports Material Event

Rhea-AI Filing Summary

On 28 July 2025, Leslie’s, Inc. (LESL) submitted a Form 8-K under Item 2.02 to furnish a press release (Exhibit 99.1) that contains estimated, preliminary financial results for its fiscal third quarter ended 28 June 2025. The actual figures are not included in the filing, and management cautions they may change once normal closing procedures and the external quarterly review are completed. Because the data remain preliminary, the information is deemed “furnished” rather than “filed,” limiting Section 18 liability and preventing automatic incorporation into future SEC documents. No other material events, transactions, or guidance updates are disclosed.

Insights

Financial Analyst

TL;DR: Leslie’s furnished an 8-K announcing preliminary Q3 FY25 results; no numbers provided, so investor impact is currently neutral.

Leslie’s used an Item 2.02 8-K strictly to alert investors that a press release with unaudited Q3 figures exists. Absent hard metrics—revenues, margins, comps or guidance—market participants cannot gauge performance or valuation impact. The filing also clarifies that the exhibit is non-incorporated and subject to revision, signalling standard caution. Overall, this is routine disclosure with limited informational value until the actual press release or full 10-Q is available.

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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 28, 2025

METSERA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42489	92-0931552
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 World Trade Center 175 Greenwich Street
New York, New York				10007
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 784-6595

(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 $0.00001 per share		MTSR		The Nasdaq Global Select 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 2.02 Results of Operations and Financial Condition.

On July 28, 2025, Metsera, Inc. announced financial results for the three and six months ended June 30, 2025, as well as a business update. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1*		Press Release, dated July 28, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Furnished herewith.

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.

			METSERA, INC.
Date:	July 28, 2025	By:	/s/ Matthew Lang
			Matthew Lang Chief Legal Officer and Secretary

FAQ

Why did Leslie’s (LESL) file an 8-K on July 28 2025?

To furnish a press release containing preliminary Q3 FY25 financial results under Item 2.02.

Does the 8-K include Leslie’s actual Q3 2025 numbers?

No. The filing references preliminary results but does not disclose specific figures.

What is Exhibit 99.1 in Leslie’s July 28 2025 8-K?

Exhibit 99.1 is the press release that contains the estimated Q3 FY25 results.

Is the information in this 8-K considered 'filed' with the SEC?

No. It is furnished, not filed, which limits liability under Section 18.

Will the preliminary results change?

Yes, they are subject to normal closing procedures and could be adjusted before final reporting.