REGENXBIO prices equity offering to raise $107.8M

REGENXBIO Inc. entered into an underwriting agreement for an underwritten public offering of 10,003,889 shares of common stock at $9.00 per share and 1,111,111 pre-funded warrants at $8.9999 per warrant, under its effective Form S-3 shelf registration.

Rhea-AI Filing Summary

REGENXBIO Inc. entered into an underwriting agreement for an underwritten public offering of 10,003,889 shares of common stock at $9.00 per share and 1,111,111 pre-funded warrants at $8.9999 per warrant, under its effective Form S-3 shelf registration.

The company granted underwriters a 30-day option to buy up to 1,667,250 additional shares, which was exercised in full, and expects net proceeds of approximately $107.8 million after underwriting discounts, commissions and expenses. The pre-funded warrants have a $0.0001 per-share exercise price, are exercisable at any time, do not expire, and confer no stockholder rights until exercised. The offering is expected to close on July 20, 2026, subject to customary conditions.

Filing Explained

Expected net proceeds of $107.8 million would supplement March 31 cash of $15.229 million, but closing remains pending.

The filing reports that REGENXBIO has committed to an underwritten offering, but it remains pending closing on July 20, 2026; if completed, the 10,003,889 common shares would increase the share count and reduce existing holders’ percentage ownership.

The 1,111,111 pre-funded warrants are not common stock and provide no voting rights until exercise, but their $0.0001 exercise price means they can become additional common shares at the holder’s election.

The expected $107.8 million of net proceeds is an amount to be raised, not cash already received; March 31, 2026 cash and equivalents were $15.229 million, alongside $135.262 million of short-term investments.

The next stated milestone is the July 20, 2026 closing, subject to customary conditions; the potential warrant shares remain contingent on holder exercise.

Sources and calculations

• REGENXBIO Form 8-K reporting the public offering (2026-07-16)
• Dilution definition (2026-07-17)
• Pre-funded warrant definition (2026-07-17)
• REGENXBIO first-quarter 2026 fundamentals (2026Q1)

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Key Figures

Common shares offered: 10,003,889 shares Pre-funded warrants offered: 1,111,111 warrants Option shares: 1,667,250 shares +5 more

8 metrics

Common shares offered 10,003,889 shares Firm Shares in July 2026 underwritten public offering

Pre-funded warrants offered 1,111,111 warrants Pre-funded Warrants to purchase common stock in the same offering

Option shares 1,667,250 shares Additional Optional Shares; underwriters’ 30-day option exercised in full

Common stock offering price $9.00 per share Public offering price for common stock

Pre-funded warrant price $8.9999 per warrant Public offering price per pre-funded warrant

Warrant exercise price $0.0001 per share Exercise price for shares underlying each pre-funded warrant

Expected gross proceeds $100.0 million Gross proceeds expected before discounts, commissions and expenses, excluding option

Expected net proceeds $107.8 million Net proceeds including exercised option, after discounts and estimated expenses

Key Terms

pre-funded warrants, underwriting agreement, shelf registration statement, exercise price, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants (the “Pre-funded Warrants”) to purchase 1,111,111 shares"

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.

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

exercise price financial

"represents the public offering price per share less the $0.0001 per share exercise price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

book-running managers financial

"Morgan Stanley, J.P. Morgan, Leerink Partners and Mizuho are acting as joint book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is REGENXBIO (RGNX) offering in this new equity deal?

REGENXBIO is offering 10,003,889 shares of common stock and 1,111,111 pre-funded warrants in an underwritten public offering. The deal is conducted under an effective Form S-3 shelf registration and includes a fully exercised option for additional common shares.

At what prices is REGENXBIO (RGNX) selling shares and pre-funded warrants?

The common stock is priced at $9.00 per share and the pre-funded warrants at $8.9999 per warrant. Each pre-funded warrant has a $0.0001 per-share exercise price, aligning the overall economic value with the common stock offering price.

How much capital is REGENXBIO (RGNX) expecting to raise from this offering?

REGENXBIO expects net proceeds of approximately $107.8 million from the offering, including the fully exercised option shares. This figure is after underwriting discounts, commissions and estimated offering expenses associated with the equity and pre-funded warrant sale.

What are the key terms of REGENXBIO (RGNX) pre-funded warrants?

The pre-funded warrants are exercisable at any time, do not expire, and carry a $0.0001 per-share exercise price. Holders have no voting or other stockholder rights until exercise, when they receive the underlying shares of common stock.

When is the REGENXBIO (RGNX) equity offering expected to close?

The offering is expected to close on July 20, 2026, subject to customary closing conditions. Underwriters have already exercised in full their 30-day option to purchase 1,667,250 additional shares of common stock at the public offering price, less discounts and commissions.

Which underwriters are managing the REGENXBIO (RGNX) offering?

Morgan Stanley, J.P. Morgan, Leerink Partners and Mizuho are acting as joint book-running managers. They also received a 30-day option to buy additional shares, which they fully exercised, and have customary indemnification and termination rights under the underwriting agreement.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/20/2026 - 07:34 AM Learn about SEC filing dates

false 0001590877 0001590877 2026-07-16 2026-07-16

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 16, 2026

REGENXBIO Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37553		47-1851754
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9804 Medical Center Drive
Rockville, Maryland		20850
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (240) 552-8181

N/A

(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 $0.0001 per share		RGNX		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 8.01. Other Events.

On July 16, 2026, REGENXBIO Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Leerink Partners LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the offer and sale of 10,003,889 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $9.00 per share, and pre-funded warrants (the “Pre-funded Warrants”) to purchase 1,111,111 shares of Common Stock (the “Warrant Shares” and, together with the Shares (as defined below) and the Pre-funded Warrants, the “Securities”) at a price of $8.9999 per Pre-funded Warrant, which represents the public offering price per share less the $0.0001 per share exercise price of each Pre-funded Warrant. The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,667,250 shares of Common Stock (the “Optional Shares” and, together with the Firm Shares, the “Shares”).

On July 17, 2026, the Underwriters exercised their option to purchase the Optional Shares in full. The net proceeds to the Company from the offering, including the proceeds from the exercise by the Underwriters of their option to purchase the Optional Shares, are expected to be approximately $107.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on July 20, 2026, subject to the satisfaction of customary closing conditions.

The Pre-funded Warrants will have an exercise price of $0.0001 per share, which is subject to adjustment in the event of certain stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders. The Pre-funded Warrants are exercisable at any time after their original issuance and do not expire. The Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice and by payment in full of the exercise price in immediately available funds for the number of shares of Common Stock purchased upon such exercise. Except by virtue of a holder’s ownership of shares of our Common Stock, the holder of a Pre-funded Warrant does not have any rights or privileges of a holder of our Common Stock, including any voting rights, until such holder exercises the Pre-funded Warrant and receives the underlying Common Stock.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333- 291816), which was previously filed with the U.S. Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions. 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 Underwriting Agreement is not intended to provide any other factual information about the Company.

Certain of the Underwriters and their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services for the Company and its affiliates for which they have received, and may in the future receive, customary fees.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The form of Pre-funded Warrant is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing descriptions of the terms of the Underwriting Agreement and Pre-funded Warrant are qualified in its entirety by reference to the Underwriting Agreement and form of Pre-funded Warrant, respectively. The legal opinion of Covington & Burling LLP relating to the Securities being offered is filed herewith as Exhibit 5.1.

On July 17, 2026, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 16, 2026, among REGENXBIO Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Leerink Partners LLC and Mizuho Securities USA LLC, as representatives of the Underwriters.
4.1		Form of Pre-funded Warrant.
5.1		Opinion of Covington & Burling LLP.
23.1		Consent of Covington & Burling LLP (included as part of Exhibit 5.1).
99.1		Press release dated July 17, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

						REGENXBIO INC.
Date: July 20, 2026				By:		/s/ Patrick J. Christmas II
						Patrick J. Christmas II Executive Vice President, Chief Strategy & Legal Officer

Exhibit 99.1

REGENXBIO Announces Pricing of Public Offering of Common Stock and Pre-funded Warrants

Jul 17, 2026 at 7:00 AM EDT

ROCKVILLE, Md., July 17, 2026 /PRNewswire/ — REGENXBIO Inc. (Nasdaq: RGNX) today announced the pricing of an underwritten public offering of 10,003,889 shares of its common stock at the price of $9.00 per share and 1,111,111 pre-funded warrants at a price of $8.9999 per warrant, in each case before underwriting discounts and commissions. The gross proceeds to REGENXBIO from the offering, before deducting the underwriting discounts and commissions and other offering expenses payable by REGENXBIO, are expected to be approximately $100.0 million. This offering is expected to close on July 20, 2026, subject to customary closing conditions. In addition, REGENXBIO has granted the underwriters a 30-day option to purchase an additional 1,667,250 shares of common stock at the public offering price, less underwriting discounts and commissions.

Morgan Stanley, J.P. Morgan, Leerink Partners and Mizuho are acting as joint book-running managers of the offering.

The securities described above are being offered by REGENXBIO pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2025 (File No. 333-291816) and declared effective on December 12, 2025. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10022, by telephone (212) 205-7600, or by email: US-ECM@mizuhogroup.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of 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 applicable securities laws of such state or jurisdiction.

ABOUT REGENXBIO Inc.

REGENXBIO is a biotechnology company on a mission to improve lives through the curative potential of gene therapy. Since its founding in 2009, REGENXBIO has pioneered the field of AAV gene therapy. REGENXBIO is advancing a late-stage pipeline of one-time treatments for rare and retinal diseases, including RGX-202 for the treatment of Duchenne; surabgene

lomparvovec (ABBV-RGX-314) for the treatment of wet AMD and diabetic retinopathy, in collaboration with AbbVie, and NAVSUNLI^™ (clemidsogene lanparvovec-sngl, RGX-121) for the treatment of MPS II and RGX-111 for the treatment of MPS I, both in partnership with Nippon Shinyaku. Thousands of patients have been treated with REGENXBIO’s AAV platform, including those receiving Novartis’ ZOLGENSMA^®. REGENXBIO’s investigational gene therapies have the potential to change the way healthcare is delivered for millions of people.

FORWARD-LOOKING STATEMENTS

This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes such as “anticipate,” “assume,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “position,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or variations of such words or by similar expressions. The forward-looking statements include statements relating to, among other things, statements regarding the timing and success of the proposed offering and whether REGENXBIO will be able to raise capital through the sale of shares of common stock. REGENXBIO has based these forward-looking statements on its current expectations and assumptions and analyses made by REGENXBIO in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors REGENXBIO believes are appropriate under the circumstances. However, whether actual results and developments will conform with REGENXBIO’s expectations and predictions is subject to a number of risks and uncertainties, including the timing of enrollment, commencement and completion and the success of clinical trials conducted by REGENXBIO, its licensees and its partners, the timing of commencement and completion and the success of preclinical studies conducted by REGENXBIO and its development partners, the timely development and launch of new products, the ability to obtain and maintain regulatory approval of product candidates, the ability to obtain and maintain intellectual property protection for product candidates and technology, trends and challenges in the business and markets in which REGENXBIO operates, the size and growth of potential markets for product candidates and the ability to serve those markets, the rate and degree of acceptance of product candidates, and other factors, many of which are beyond the control of REGENXBIO. Refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of REGENXBIO’s Annual Report on Form 10-K for the year ended December 31, 2025, and comparable “Risk Factors” sections of REGENXBIO’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the U.S. Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on REGENXBIO or its businesses or operations. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date of this press release. Except as required by law, REGENXBIO does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ZOLGENSMA^® is a registered trademark of Novartis. All other trademarks referenced herein are registered trademarks of REGENXBIO.

CONTACTS:

Dana Cormack

Corporate Communications

Dcormack@regenxbio.com

Investors:

George E. MacDougall

Investor Relations

IR@regenxbio.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 11.8 KB

Other Documents

• EX-1.1 EX-1.1 152.9 KB
• EX-4.1 EX-4.1 66.8 KB
• EX-5.1 EX-5.1 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB