[144] Neurocrine Biosciences Inc SEC Filing

Rhea-AI Filing Summary

Alpha Teknova, Inc. (Nasdaq: TKNO) has filed a Form S-3 ‘shelf’ registration statement authorizing the sale of up to $225 million of securities, including common stock, preferred stock, debt, warrants, rights and units. The filing also carries forward $222,990,002 of previously registered but unsold securities from the July 2022 shelf (Fee already paid: $20,671.17). Each future takedown will be detailed in a prospectus supplement and may be executed through underwriters, agents, dealers or direct sales.

The document reiterates Teknova’s business profile as a custom reagents manufacturer serving ~3,000 life-science customers, highlights a 95 % retention rate for customers spending >$10,000 and notes 53,437,060 common shares outstanding as of March 31 2025. The company’s stock last closed at $5.28 on July 9 2025. Teknova is a non-accelerated filer, smaller reporting company and emerging growth company, giving it scaled disclosure benefits.

Proceeds, when and if raised, are earmarked for general corporate purposes such as working capital, capacity expansion, R&D, marketing, potential acquisitions and possible debt or equity repurchases. No securities can be sold until the SEC declares the registration effective; individual offerings will depend on market conditions and board decisions.

• This filing does not immediately issue new shares—investor dilution will depend on the size, price and timing of future offerings.
• The prospectus contains extensive risk disclosures, forward-looking-statement language and outlines anti-takeover provisions, director liability limitations and exclusive forum clauses.

Positive

• $225 million shelf registration gives Teknova flexibility to raise sizable capital quickly as market conditions permit.
• Carry-forward of $222.99 million unsold securities preserves previously paid SEC filing fees, lowering incremental cost.
• Proceeds targeted for capacity expansion, R&D and possible M&A, aligning with stated growth markets in cell & gene therapy and mRNA.

Negative

• Future issuances could dilute existing shareholders; magnitude depends on eventual security mix and pricing.
• Shelf contains broad anti-takeover defenses and preferred-stock ‘blank check’ authority that may limit shareholder influence.

Insights

Financial Analyst

TL;DR: Shelf enables up to $225 m capital access; positive liquidity option but no near-term dilution trigger.

The universal shelf refreshes Teknova’s 2022 registration and keeps nearly the entire unsold amount ($222.99 m) alive—equivalent to roughly 80 % of its current market value. While not an immediate equity raise, the flexibility to issue multiple security types can lower cost of capital and support expansion into high-growth reagent demand areas described in the filing. Investors should watch subsequent prospectus supplements for actual deal terms that could affect valuation and share count.

Corporate Governance Specialist

TL;DR: Filing adds financing agility but embeds strong anti-takeover and dilution-risk warnings.

The S-3 reiterates staggered board, no cumulative voting, and expansive preferred-stock authority—provisions that may entrench current control (Telegraph Hill Partners). Exclusive-forum and liability-limitation clauses remain. From a governance perspective, investors must balance financing flexibility against potential dilution and limited say in future capital structure changes.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	457	61014.07	98965820	07/10/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/10/2025	Exercise of Stock Options	Issuer			457	07/10/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much capital can Alpha Teknova (TKNO) raise under the new shelf registration?

Up to $225 million in aggregate across common stock, preferred stock, debt, warrants, rights and units.

Does the filing immediately issue new TKNO shares?

No. Securities can only be sold after the SEC declares the registration effective and Teknova files a prospectus supplement.

What happens to the unsold securities from the 2022 shelf?

Approximately $222.99 million of unsold securities are rolled into this filing under Rule 415(a)(6); their prior fee is carried forward.

How will Teknova use any proceeds from future offerings?

Stated uses include working capital, manufacturing capacity expansion, marketing, R&D, potential acquisitions and debt or equity repurchases.

What is Teknova’s current share count and stock price reference in the filing?

As of March 31 2025, there were 53,437,060 common shares outstanding; the July 9 2025 closing price was $5.28.

Which exchanges list TKNO and any future securities?

Teknova’s common stock trades on the Nasdaq Global Market under “TKNO”; future listings will be disclosed in each prospectus supplement.