| Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 13, 2026, Plus Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as the underwriter (the “Underwriter”), pursuant to which the Company (a) agreed to issue and sell, in an underwritten public offering (the “Offering”), an aggregate of (i) 39,473,684 shares of common stock, par value $ 0.001 per share (the “Common Stock”), of the Company and (ii) warrants to purchase 39,473,684 shares of Common Stock (the “Warrants”), at a combined public offering price of $0.38 per share and Warrant, and (b) granted the Underwriter a 30-day option to purchase up to an additional 5,921,052 shares of Common Stock, additional Warrants to purchase up to 5,921,052 shares of Common Stock or any combination thereof, at the public offering price, in each case less underwriting discounts and commissions. Each Warrant is immediately exercisable, entitles the holder to purchase one share of Common Stock at an exercise price of $0.38 per share and expires five (5) years from the date of issuance. On January 14, 2026, the Underwriter exercised its over-allotment option with respect to additional Warrants to purchase 5,921,052 shares of Common Stock.
The Offering closed on January 15, 2026. Net proceeds from the Offering were approximately $13.3 million after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds of this offering for working capital and general corporate purposes.
The shares of Common Stock and Warrants described above were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-292637), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026, and a registration statement on Form S-1 (File No. 333-292717), which was filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), on January 13, 2026 and became effective upon filing (collectively, the “Registration Statement”). A final prospectus relating to the Offering was filed pursuant to Rule 424(b) under the Securities Act with the SEC on January 14, 2026. The Offering was made only by means of a prospectus forming part of the Registration Statement.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the 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.
Pursuant to the Underwriting Agreement, the Company has agreed not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or (ii) file any registration statement or amendment or supplement with respect thereto, subject to certain exceptions, during the 45-day period following the date of the Underwriting Agreement. Additionally, each of the directors and executive officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company’s securities which they hold, subject to certain exceptions, during the 45-day period following the date of the Underwriting Agreement.
