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  4. [8-K] PMV Pharmaceuticals, Inc. Reports Material Event

PMV Pharma prices $50.8M stock and warrant deal

PMV expects net proceeds of about $47.0 million and says the financing, plus existing cash, will fund operations into Q1 2028.

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

Rhea-AI Filing Summary

PMV Pharmaceuticals, Inc. (PMVP) priced an underwritten public offering of (i) 22,055,000 shares of common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 19,900,000 shares, and (ii) accompanying warrants to purchase 41,955,000 shares of common stock. Each share plus accompanying warrant is priced at $1.21, and each pre-funded warrant plus accompanying warrant at $1.20999, reflecting a $0.00001 pre-funded warrant exercise price. The company expects gross proceeds of about $50.8 million and net proceeds of about $47.0 million, and plans to use them, together with existing cash, primarily to fund late-stage clinical development, regulatory submission and commercialization preparation for rezatapopt. Based on its current plan, PMV believes this financing, together with existing cash, will fund operations into the first quarter of 2028. The accompanying warrants are immediately exercisable at $1.21 per share for five years and include a reset mechanism and potential Mandatory Exercise tied to FDA acceptance of the company’s NDA for rezatapopt.

Positive

  • None.

Negative

  • None.

Filing Explained

The offering is priced but not closed; completion would add shares or pre-funded warrants, with 41.955 million more shares possible through warrant exercise.

The Form 8-K reports that the company has priced an underwritten offering, but it is expected to close on September 2, 2026, subject to customary conditions; the filing therefore does not establish completion.

If completed, the transaction would place 22.055 million common shares or pre-funded warrants for 19.9 million shares into investors' hands, alongside warrants for 41.955 million shares. Issuing the shares, or shares resulting from warrant exercise, would increase the share count and reduce existing holders' percentage ownership absent offsetting changes.

The pre-funded warrants are immediately exercisable at $0.00001, while the accompanying warrants are immediately exercisable at $1.21 and expire five years after issuance. The warrants' 4.99% ownership limit, or an elected 9.99% limit, restricts a holder's exercise at one time but does not remove the potential for additional shares.

As of June 30, 2026, cash and equivalents plus short-term investments totaled $79.431 million, which equals 495.9 days of the last reported quarterly operating cash outflow at that historical rate.

The next defined status point is the expected closing, while a positive FDA acceptance announcement for the rezatapopt NDA would activate the warrant reset terms and could lead to the company requiring cash exercise of up to 50% of the warrants.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate ($12,469,000 + $66,962,000) / ($14,577,000 / 91) = 495.9 days
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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares Offered 22,055,000 shares of common stock Offered in August 31, 2026 underwritten public offering
Pre-Funded Warrants 19,900,000 pre-funded warrants Each exercisable for one share of common stock at $0.00001
Accompanying Warrants 41,955,000 common stock warrants One warrant for each share or pre-funded warrant sold
Combined Offering Price (Share + Warrant) $1.21 per share and accompanying warrant Public offering price for common stock units
Combined Offering Price (Pre-Funded + Warrant) $1.20999 per pre-funded warrant and accompanying warrant Reflects $0.00001 exercise price of each pre-funded warrant
Gross Proceeds $50.8 million Expected gross proceeds before fees and expenses
Net Proceeds $47.0 million Estimated net proceeds after underwriting discounts and expenses
Cash Runway Into the first quarter of 2028 Runway based on net proceeds plus existing cash and current plan
pre-funded warrants financial
"pre-funded warrants to purchase an aggregate of 19,900,000 shares of Common Stock"
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.
Mandatory Exercise financial
"the holders of Common Stock Warrants may be required, at the Company’s option, to exercise up to 50%"
Black Scholes Value financial
"in the amount of the Black Scholes Value (as described in such Common Stock Warrants)"
The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.
fundamental transactions financial
"The Common Stock Warrants include certain rights upon “fundamental transactions” as described"
New Drug Application medical
"the Company’s New Drug Application (“NDA”) for rezatapopt for the treatment"
A new drug application is a formal request submitted to government regulators seeking approval to market a new medicine. It is like a detailed proposal that shows the drug has been tested for safety and effectiveness. For investors, receiving approval signals that the drug may soon become available for sale, potentially leading to revenue growth and impacting the company's value.
Reset Exercise Price financial
"the volume weighted average price of the Common Stock for the five trading day period ... (the “Reset Exercise Price”)"
Offering Type shelf
Use of Proceeds Primarily to fund late-stage clinical development, regulatory submission, and commercialization preparation activities for rezatapopt, if approved, and to extend operating runway into the first quarter of 2028.

FAQ

What securities is PMVP offering in this August 2026 underwritten deal?
PMV Pharmaceuticals is offering 22,055,000 shares of common stock, pre-funded warrants to purchase up to 19,900,000 shares, and accompanying warrants to purchase 41,955,000 shares. Each share or pre-funded warrant is sold together with one accompanying common stock warrant.

How much capital will PMVP (PMVP) raise from this offering?
PMV Pharmaceuticals expects gross proceeds of approximately $50.8 million and net proceeds of about $47.0 million from the offering, excluding any warrant exercises, after underwriting discounts, commissions and estimated expenses.

What are the pricing terms of PMVP’s August 2026 offering?
Each share of common stock plus accompanying warrant is priced at $1.21. Each pre-funded warrant plus accompanying warrant is priced at $1.20999, reflecting a $0.00001 exercise price per pre-funded warrant. The accompanying common stock warrants have an initial exercise price of $1.21 per share.

How will PMVP use the proceeds from this offering?
PMV Pharmaceuticals intends to use the $47.0 million in estimated net proceeds, together with existing cash and cash equivalents, primarily to fund late-stage clinical development, regulatory submission, and commercialization preparation activities for rezatapopt, if approved.

How long does PMVP expect its cash runway to last after this offering?
Based on its current operating plan, PMV Pharmaceuticals believes that the net proceeds from the offering, together with existing cash and cash equivalents, will fund operating expenses and capital expenditure requirements into the first quarter of 2028.

What is the special warrant reset and Mandatory Exercise feature in PMVP’s offering?
Following FDA acceptance of PMV’s NDA for rezatapopt, the accompanying warrant exercise price resets to a Reset Exercise Price, and from days 30–60 after that announcement the company may require holders to exercise up to 50% of their warrants in cash, with unexercised warrants becoming void.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001699382 0001699382 2026-08-31 2026-08-31
 
 

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): August 31, 2026

 

 

PMV Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39539   46-3218129

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

400 Alexander Park Drive, Suite 301

Princeton, NJ

   08540
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 642-6670

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

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.00001 par value per share   PMVP   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 1.01

Entry into a Material Definitive Agreement.

On August 31, 2026, PMV Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC (the “Underwriter”), relating to an underwritten offering (the “Offering”) of (i) (a) 22,055,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) and in lieu of Common Stock to certain investors, (b) pre-funded warrants to purchase an aggregate of 19,900,000 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) accompanying warrants to purchase an aggregate of 41,955,000 shares of Common Stock (the “Common Stock Warrants,” and together with the “Pre-Funded Warrants,” the “Warrants”, and the Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The Common Stock and Pre-Funded Warrants were sold in combination with an accompanying Common Stock Warrant to purchase one share of Common Stock for each share of Common Stock or Pre-Funded Warrant sold. Each Share was offered and sold together with an accompanying Common Stock Warrant at a combined offering price of $1.21, and each Pre-Funded Warrant was offered and sold together with an accompanying Common Stock Warrant at a combined offering price of $1.20999, which is equal to the combined offering price per share of Common Stock and accompanying Common Stock Warrant less the $0.00001 exercise price of each Pre-Funded Warrant. The offering is expected to close on September 2, 2026, subject to customary closing conditions.

Each Pre-Funded Warrant has an initial exercise price per share of $0.00001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The shares of the Company’s common stock (or Pre-Funded Warrants) and Common Stock Warrants are immediately separable and will be issued separately. The Common Stock Warrants will be immediately exercisable and will expire five years from the date of issuance. The initial exercise price of the Common Stock Warrants is $1.21 per share of Common Stock. The exercise price of the Common Stock Warrants and the number of shares of the Common Stock issuable upon exercise of the Common Stock Warrants is subject to adjustments as described elsewhere in the Prospectus Supplement (as defined below). In addition, beginning on the date of the Company’s initial public announcement of the decision by the U.S. Food and Drug Administration (the “FDA”) regarding the acceptance for review of the Company’s New Drug Application (“NDA”) for rezatapopt for the treatment of patients with platinum-resistant/refractory ovarian cancer harboring a TP53 Y220C mutation (the “NDA Acceptance Announcement”), the exercise price of the Common Stock Warrants will be reduced to the greater of (i) 33% of the initial exercise price of the Common Stock Warrants and (ii) the lesser of (x) the then exercise price and (y) the volume weighted average price of the Common Stock for the five trading day period beginning the trading day following the NDA Acceptance Announcement (the “Reset Exercise Price”). If the exercise price of the Common Stock Warrants is reduced to the Reset Exercise Price, the number of shares of Common Stock issuable pursuant to the Common Stock Warrant shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price to the Reset Exercise Price, shall be equal to the aggregate exercise price immediately prior to the date of the NDA Acceptance Announcement.

To the extent that the NDA Acceptance Announcement relates to a positive decision of the FDA to accept the NDA, then during the period beginning on the 30th calendar day following the date of the NDA Acceptance Announcement and ending on the 60th calendar day following the date of the NDA Acceptance Announcement, the holders of Common Stock Warrants may be required, at the Company’s option, to exercise up to 50% of their Common Stock Warrants for cash (the “Mandatory Exercise”). Any Common Stock Warrant which has not been exercised pursuant to the Mandatory Exercise shall become null and void and the rights of the holder of the Common Stock Warrant to exercise such Common Stock warrant shall lapse.

Under the Warrants, the Company may not effect the exercise of any Warrant, and a holder will not be entitled to exercise any Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by such holder, its affiliates and any persons who are members of a Section 13(d) group with such holder or its affiliates to exceed 4.99% (or at the election of the holder prior to the issuance of the Warrant, 9.99%) (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the holder and its affiliates and any other persons who are members of a Section 13(d) group with such holder or its affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise.

 

The Common Stock Warrants include certain rights upon “fundamental transactions” as described in the Common Stock Warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes Value (as described in such Common Stock Warrants) of the unexercised portion of the applicable Common Stock Warrants on the date of the consummation of such fundamental transaction.

The Company estimates that the net proceeds from the Offering will be approximately $47.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-283349) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”).

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing is only a brief description of the terms of the form of Warrants, does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the form of Pre-Funded Warrant and form of Common Stock Warrant that are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the legal opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the issuance and sale of the Shares and the Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

 

Item 8.01

Other Events.

The full text of the press release announcing the pricing of the underwritten offering on August 31, 2026 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Company currently intends to use the net proceeds from the offering, together with its existing cash and cash equivalents, primarily to fund the late-stage clinical development, regulatory submission and commercialization preparation activities for rezatapopt, if approved. Based upon the Company’s current operating plan, the Company believes that the net proceeds from the offering, excluding any exercise of the underwriters’ option, together with the Company’s existing cash and cash equivalents, will enable it to fund its operating expenses and capital expenditure requirements into the first quarter of 2028.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

1.1*    Underwriting Agreement, dated August 31, 2026, between PMV Pharmaceuticals, Inc. and TD Securities (USA) LLC as representatives of the several underwriters named therein.
4.1    Form of Pre-Funded Warrant.
4.2    Form of Common Stock Warrant.
5.1    Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1    Consent of Wilson Sonsini Goodrich & Rosati, P.C (included in Exhibit 5.1).
99.1    Press Release dated August 31, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

*

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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.

 

    PMV PHARMACEUTICALS, INC.
Date: September 1, 2026     By:  

/s/ Michael Carulli

      Michael Carulli
     

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 99.1

 

LOGO

PMV Pharma Announces Pricing of Oversubscribed $50Million Public Offering of Securities

PRINCETON, N.J., August 31, 2026 (GLOBE NEWSWIRE) — PMV Pharmaceuticals, Inc. (“PMV Pharma” or the “Company”; Nasdaq: PMVP), a precision oncology company pioneering the discovery and development of small molecule therapies targeting p53, announced today the pricing of an underwritten public offering consisting of (i) 22,055,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase an aggregate of up to 19,900,000 shares of its common stock, and (ii) accompanying warrants to purchase an aggregate of 41,955,000 shares of common stock. The common stock and pre-funded warrants are being sold in combination with an accompanying warrant to purchase one share of common stock for each share of common stock or pre-funded warrant sold. The accompanying warrants have an initial exercise price of $1.21 per share, subject to adjustment following a specified regulatory milestone, are immediately exercisable from the date of issuance and will expire five years from the date of issuance.

The combined public offering price of each share of common stock and accompanying warrant is $1.21. The combined public offering price of each pre-funded warrant and accompanying warrant is $1.20999, representing the purchase price less an exercise price of $0.00001 per pre-funded warrant.

All of the securities being sold in the offering are being sold by PMV Pharma. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, and any exercise of the warrants, are expected to be approximately $50.8 million.

TD Cowen is acting as the sole book-running manager for the offering. The offering is expected to close on or about September 2, 2026, subject to customary closing conditions.

The securities are being offered by PMV Pharma pursuant to a shelf registration statement on Form S-3 (Registration No. 333-283349), as filed with the U.S. Securities and Exchange Commission (“SEC”) on November 20, 2024 and declared effective by the SEC on November 27, 2024. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on August 31, 2026. The final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may also be obtained, when available, from: TD Securities (USA) LLC, by mail at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PMV Pharma

PMV Pharma is a precision oncology company pioneering the discovery and development of small molecule therapies targeting p53. TP53 mutations are found in approximately half of all cancers. PMV Pharma is headquartered in Princeton, New Jersey. For more information, please visit www.pmvpharma.com.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to those related to the completion of the proposed public offering.

While PMV Pharma believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements. These forward-looking statements are based upon current information available to the Company as well as certain estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in PMV Pharma’s filings with the SEC, many of which are beyond the Company’s control and subject to change. Actual results could be materially different from those indicated by such forward-looking statements as a result of many factors, including but not limited to: whether or not the Company will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks and uncertainties which may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the SEC, including PMV Pharma’s Annual Report on Form 10-K for the year ended December 31, 2025 and PMV Pharma’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the registration statement and the preliminary prospectus supplement relating to the proposed public offering. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. PMV Pharma claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. PMV Pharma expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Investors Contact:

Tim Smith

Senior Vice President, Head of Corporate Development and Investor Relations

investors@pmvpharma.com

Media Contact:

Kathy Vincent

Greig Communications

kathy@greigcommunications.com

Source: View Original Filing on SEC EDGAR

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