RNTX draws $1.0M third advance; equity offsets reduce prior balances

Rhea-AI Filing Summary

Rein Therapeutics (RNTX) entered a third Pre-Paid Advance with Yorkville. On October 23, 2025, the company drew a $1.0 million Pre-Paid Advance, receiving net proceeds of $0.95 million. Under the existing agreement, advances are purchased at 95% of face value, accrue interest at 8% annually (rising to 18% upon certain defaults), and mature 12 months after issuance.

The PPA permits Yorkville to require the company to issue common stock to offset outstanding balances. Earlier tranches included a $1.0 million First Advance on July 29, 2025 and a $1.0 million Second Advance on September 8, 2025, each providing $0.95 million in net proceeds. As of this report, the company issued 953,765 shares at an average price of approximately $1.0562 to offset $1,007,342 under the First Advance, and 927,107 shares at an average price of approximately $1.0825 to offset $1,003,573 under the Second Advance. The third advance was completed as a private placement relying on Section 4(a)(2).

Insights

Capital markets analyst

Neutral financing: $1.0M draw, equity-settlement option.

Rein Therapeutics tapped a third Pre-Paid Advance of $1.0 million, receiving $0.95 million net due to the 95% purchase structure. Advances carry 8% annual interest (rising to 18% on certain defaults) and mature 12 months post-issuance. Yorkville can require share issuances that reduce outstanding balances rather than cash repayment.

Prior draws show the mechanism at work: as of the report date, the company issued 953,765 shares at ~$1.0562 to offset $1,007,342 on the First Advance and 927,107 shares at ~$1.0825 to offset $1,003,573 on the Second. This structure permits balance reduction via stock, which depends on market pricing and holder elections.

The agreement allows up to $6.0 million over 12 months, with each additional advance subject to Yorkville’s consent. Actual impact will reflect future advance activity and any share issuances under the PPA.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

NASDAQ false 0001420565 0001420565 2025-10-23 2025-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 23, 2025

REIN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-38130		13-4196017
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

12407 N. Mopac Expy., Suite 250, #390

Austin, Texas 78758

(Address of principal executive offices)

(737) 802-1989

(Registrant’s telephone number, including area code)

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 obligations 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 240.14d-2(b)

☐ 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 $.001		RNTX		Nasdaq Capital 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.

Pre-Paid Advance Agreement

As previously disclosed by Rein Therapeutics, Inc. (the “Company”, “we”, “us”) in a Current Report on Form 8-K filed on July 30, 2025, on July 29, 2025 (the “Effective Date”), we entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, we may request pre-paid advances of up to $6.0 million from Yorkville (each, a “Pre-Paid Advance”) over a 12-month period, subject to certain limitations and conditions set forth in the PPA. Each Pre-Paid Advance will be purchased by Yorkville at 95% of the face amount of the Pre-Paid Advance. Each additional Pre-Paid Advance shall be subject to the consent of Yorkville. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate of 8%, subject to an increase to 18% upon events of default described in the Pre-Paid Advance Agreement. All Pre-Paid Advances are due and payable on the 12-month anniversary of their issuance.

At any time that there is an outstanding balance under any Pre-Paid Advances, Yorkville may provide written notice requiring us to issue and sell shares of our common stock to Yorkville, which shall be offset against and reduce the amounts outstanding under the Pre-Paid Advances. An initial Pre-Paid Advance of $1.0 million was purchased on the Effective Date by Yorkville (“First Advance”), for net proceeds of $0.95 million, and on September 8, 2025, and pursuant our request, Yorkville purchased a second Pre-Paid Advance (“Second Advance”) of $1.0 million, for which we received net proceeds of $0.95 million. As of the date of this report, we have issued 953,765 shares of our common stock, at an average price per share of approximately $1.0562, to Yorkville, which were offset against $1,007,342 of the outstanding principal and accrued interest under the First Advance, and issued 927,107 shares of our common stock, at an average price per share of approximately $1.0825, to Yorkville, which were offset against $1,003,573 of the outstanding principal and accrued interest under the Second Advance.

Third Pre-Paid Advance

On October 23, 2025, and pursuant our request, Yorkville purchased a third Pre-Paid Advance of $1.0 million, for which we received net proceeds of $0.95 million.

The foregoing description of the PPA and the Pre-Paid Advances is not complete and is qualified in its entirety by reference to the PPA filed as an exhibit to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 23, 2025, we issued and sold a Pre-Paid Advance to Yorkville in a private placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. There was no underwriter involved in the transaction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit 10.1		Pre-Paid Advance Agreement, dated as of July 29, 2025, between the Registrant and YA II PN, Ltd. (Incorporated by reference from Registrant’s Current Report on Form 8-K filed on July 30, 2025)
Exhibit 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.

				REIN THERAPEUTICS, INC.
Dated: October 24, 2025						/s/ Timothy M. Cunningham
						Timothy M. Cunningham,
						Chief Financial Officer

FAQ

What financing did Rein Therapeutics (RNTX) announce?

The company drew a third Pre-Paid Advance of $1.0 million from Yorkville, receiving net proceeds of $0.95 million.

What are the key terms of RNTX’s Pre-Paid Advance Agreement?

Advances are purchased at 95% of face value, accrue 8% annual interest (rising to 18% upon certain defaults), and mature in 12 months.

How can the Pre-Paid Advances be repaid under the agreement?

Yorkville may require RNTX to issue and sell common stock to offset and reduce outstanding balances.

What earlier advances and share offsets has RNTX completed?

As of the report, RNTX issued 953,765 shares at ~$1.0562 to offset $1,007,342 (First Advance) and 927,107 shares at ~$1.0825 to offset $1,003,573 (Second Advance).

What is the maximum available under RNTX’s agreement with Yorkville?

The company may request up to $6.0 million in Pre-Paid Advances over a 12-month period, subject to conditions and Yorkville’s consent.

Was the third advance a registered offering?

No. It was issued in a private placement relying on Section 4(a)(2) of the Securities Act.