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  4. [8-K] Parabilis Medicines, Inc. Reports Material Event

Regeneron backs Parabilis (PBLS) with IPO private placement and new charter

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Parabilis Medicines, Inc. entered into a stock purchase agreement with Regeneron Pharmaceuticals, Inc., under which Regeneron bought 4,166,666 shares of Parabilis voting common stock in a private placement completed alongside Parabilis’ initial public offering at a per share price equal to 90% of the IPO price of $20.00.

The shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act to an institutional accredited investor and include piggyback registration rights for Regeneron. Parabilis also put in place a seventh amended and restated certificate of incorporation authorizing 800,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock, and updated its bylaws to align governance, including stockholder meeting and director nomination procedures, with its new public-company structure.

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Insights

Strategic private placement with Regeneron and expanded capital structure.

Parabilis issued 4,166,666 voting common shares to Regeneron in a concurrent private placement at 90% of the $20.00 IPO price. This brings in a large institutional partner and links their position to the IPO valuation framework.

The investment carries piggyback registration rights, meaning Regeneron can request inclusion of its shares in future registered offerings. The company’s new charter authorizes up to 800,000,000 common shares and 10,000,000 preferred shares, giving flexibility for future financings or strategic structures if the Board chooses to use them.

Revised bylaws introduce advance notice procedures for stockholder proposals and director nominations, which are typical for newly public companies. Future disclosures in Parabilis’ periodic reports may show how often registration rights are used and whether additional share classes or preferred stock series are issued under this broader authorization.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Private placement shares 4,166,666 shares Voting common stock sold to Regeneron in private placement
IPO price $20.00 per share Reference price for calculating private placement discount
Private placement pricing 90% of IPO price Per share price for Regeneron’s private placement shares
Authorized common stock 800,000,000 shares Total common shares authorized in new charter
Authorized voting common 600,000,000 shares Voting common stock authorized in amended charter
Authorized non-voting common 200,000,000 shares Non-voting common stock authorized in amended charter
Authorized preferred stock 10,000,000 shares Undesignated preferred shares authorized for future issuance
Private Placement financial
"through a private placement financing (the “Private Placement”), which took place concurrently"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
piggyback registration rights regulatory
"Pursuant to the Purchase Agreement, Regeneron is entitled to certain piggyback registration rights."
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
Section 4(a)(2) of the Securities Act regulatory
"were issued and sold pursuant to Section 4(a)(2) of the Securities Act."
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
institutional accredited investor regulatory
"Regeneron has represented that it is an “institutional accredited investor” within the meaning"
advance notice procedure regulatory
"establish an advance notice procedure for stockholder proposals to be brought before"

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FAQ

What did Parabilis Medicines (PBLS) announce about its deal with Regeneron?
Parabilis entered a stock purchase agreement with Regeneron, selling 4,166,666 voting common shares in a private placement. The shares were priced at 90% of Parabilis’ $20.00 IPO price and closed on June 11, 2026, alongside the IPO.

How many Parabilis shares did Regeneron buy in the private placement?
Regeneron bought 4,166,666 shares of Parabilis voting common stock through a private placement. The per share price equaled 90% of the company’s $20.00 IPO price, and Regeneron received piggyback registration rights for these shares.

How were the Parabilis private placement shares to Regeneron registered under securities laws?
The private placement shares issued to Regeneron were not registered under the Securities Act. They were sold under Section 4(a)(2) as a private offering, with Regeneron representing that it is an institutional accredited investor acquiring the shares for investment purposes only.

What changes did Parabilis make to its certificate of incorporation after the IPO?
Parabilis adopted a seventh amended and restated certificate of incorporation, effective in connection with its IPO. It authorizes 800,000,000 common shares, splits into 600,000,000 voting and 200,000,000 non-voting shares, and 10,000,000 undesignated preferred shares, replacing prior preferred series references.

What governance updates are in Parabilis’ amended and restated bylaws?
The amended and restated bylaws establish procedures for stockholder actions at meetings, an advance notice process for proposals and director nominations, and other nomination-related rules. They are designed to conform to the new amended and restated certificate of incorporation following the IPO.

Does Regeneron receive registration rights on its Parabilis share investment?
Yes. Under the stock purchase agreement, Regeneron is entitled to certain piggyback registration rights. These rights allow Regeneron’s shares to be included in future Parabilis registered offerings when the company conducts qualifying registration activities.
false0001657677--12-3100016576772026-06-092026-06-09

 

 

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 9, 2026

 

PARABILIS MEDICINES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

001-43331

47-4505725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

Parabilis Medicines, Inc.

30 Acorn Park Drive

Cambridge, MA 02140

(Address of principal executive offices, including zip code)

(617) 945-9510

(Registrant’s telephone number, including area code)

Not Applicable

(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

Trade

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

PBLS

The Nasdaq Stock Market LLC

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 9, 2026, Parabilis Medicines, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Regeneron Pharmaceuticals, Inc. (“Regeneron”), for the purchase of an aggregate of 4,166,666 shares (the “Shares”) of its voting common stock, par value $0.0001 (“Common Stock”), at a per share price equal to 90% of the initial public offering (“IPO”) price of $20.00 per share, through a private placement financing (the “Private Placement”), which took place concurrently with the IPO of the Company’s Common Stock. The Private Placement closed on June 11, 2026.

Pursuant to the Purchase Agreement, Regeneron is entitled to certain piggyback registration rights. The Purchase Agreement contains customary representations, warranties and agreements by the Company and Regeneron.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Shares sold in the Private Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Shares issued and sold in the Private Placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and were issued and sold pursuant to Section 4(a)(2) of the Securities Act. Regeneron has represented that it is an “institutional accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and is acquiring the Shares for investment purposes only and not with a view to any public distribution or with any intention of selling, distributing or otherwise disposing of the Shares in a manner that would violate the registration requirements of the Securities Act. The Shares were offered without any general solicitation by the Company or its representatives.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certification of Incorporation

As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-296032) (the “Registration Statement”), of the Company, and in connection with the completion of the IPO, the Company filed its seventh amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amended and restated the Company’s sixth amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 800,000,000 shares of Common Stock, including 600,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock; (ii) eliminate all references to the previously-existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series.

The foregoing description of the Amended and Restated Certificate is qualified by reference to the full text of the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

In addition, as previously disclosed in the Registration Statement, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became

 

 

effective as of the effectiveness of the Registration Statement. The Amended and Restated Bylaws amended and restated the Company’s bylaws in their entirety to, among other things: (i) establish procedures for the Company’s stockholders to take formal actions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, including proposed nominations of persons for election to the Board; (iii) establish other procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Amended and Restated Certificate.

The foregoing description of the Amended and Restated Bylaws is qualified by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 3.1

Seventh Amended and Restated Certificate of Incorporation of Parabilis Medicines, Inc.

 

 

 3.2

Amended and Restated Bylaws of Parabilis Medicines, Inc.

 

 

 

10.1

 

Stock Purchase Agreement, by and between the Company and Regeneron Pharmaceuticals, Inc.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

Parabilis Medicines, Inc.

 

 

 

Date: June 11, 2026

By:

/s/ Thomas Kotarakos

 

 

Thomas Kotarakos

 

 

Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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