STOCK TITAN
  1. Home
  2. Sec-filings
  3. RNTX
  4. [8-K] Rein Therapeutics, Inc. Reports Material Event

Rein Therapeutics (NASDAQ: RNTX) raises $50M, funds IPF trial into 2028

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

Rhea-AI Filing Summary

Rein Therapeutics, Inc. entered into an underwriting agreement with Konik Capital Partners for an underwritten public offering of 50,000,000 shares of common stock at $1.00 per share. This represents gross proceeds of $50 million and expected net proceeds of about $46.1 million.

The underwriter has a 45-day option to buy up to 7,500,000 additional shares. Rein issued underwriter warrants equal to 3% of the shares sold, exercisable at $1.50 per share until April 30, 2031. The company also agreed with Bios Partners to defer conversion of 12,232 preferred shares, impose a lock-up on related securities until April 30, 2029, and issue Bios warrants for 3,000,000 common shares at $1.00 per share. Rein expects the proceeds, together with existing cash, to fund operations into 2028 and fully fund its Phase 2 trial of LTI-03 in idiopathic pulmonary fibrosis.

Positive

  • $50 million underwritten stock offering completed, with approximately $46.1 million in expected net proceeds, giving Rein Therapeutics capital to fully fund its Phase 2 LTI-03 IPF trial and support operations into 2028.
  • Funding runway into 2028 disclosed, reducing near-term financing uncertainty as the company advances its clinical-stage pipeline, including LTI-03 and LTI-01, both of which have received Orphan Drug Designation.

Negative

  • Significant equity and warrant issuance increases potential dilution, including 50,000,000 new common shares, a 7,500,000-share overallotment option, 3% underwriter warrants at $1.50 per share, and 3,000,000 additional warrants to Bios Partners at $1.00 per share.

Insights

Rein raises $50M, extending cash runway into 2028.

Rein Therapeutics completed a common stock offering of $50M gross proceeds at $1.00 per share, with expected net proceeds of about $46.1M. A 45‑day overallotment option for up to 7,500,000 additional shares gives underwriters flexibility to meet demand.

The company issued underwriter warrants for 3% of shares sold at a $1.50 exercise price expiring on April 30, 2031, plus 3,000,000 warrants to Bios Partners at $1.00. These instruments add potential future dilution on top of the primary equity raise.

Management states that proceeds, together with existing cash, should fund a Phase 2 trial of LTI‑03 in IPF and operations into 2028. This significantly clarifies near‑term funding risk, though longer‑term outcomes will depend on clinical data and subsequent financing options disclosed in future filings.

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, and exhibit attachments filed with this report.
Shares offered 50,000,000 shares Common stock sold in underwritten public offering at $1.00 per share
Gross proceeds $50 million Aggregate gross proceeds from sale of 50,000,000 common shares
Net proceeds Approximately $46.1 million Expected net proceeds after underwriting discounts and expenses
Overallotment option 7,500,000 shares Additional common shares under 45-day option to underwriter
Underwriter warrant coverage 3% of shares sold Warrants exercisable at $1.50 per share until April 30, 2031
Bios Partners warrants 3,000,000 shares at $1.00 Warrants issued to Bios at closing of the offering
Preferred shares deferred 12,232 shares Series X Non-Voting Convertible Preferred Stock held by Bios
Runway guidance Into 2028 Operations funded by offering proceeds and existing cash
Underwriting Agreement financial
"entered into an Underwriting Agreement (the “Underwriting Agreement”) with Konik Capital Partners, LLC"
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.
overallotment option financial
"granted the Underwriter an overallotment option, exercisable for 45 days, to purchase up to 7,500,000 additional shares"
An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.
Series X Non-Voting Convertible Preferred Stock financial
"12,232 shares (“Preferred Shares”) of Series X Non-Voting Convertible Preferred Stock of the Company held by the Bios entities"
Orphan Drug Designation regulatory
"LTI-03 has received Orphan Drug Designation in the U.S."
Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.
Fast Track Designation regulatory
"LTI-01 has received Orphan Drug Designation in the U.S. and E.U. and Fast Track Designation in the U.S."
A "fast track designation" is a process that speeds up the review and approval of a product or project, allowing it to reach the market or be completed more quickly than usual. For investors, it can signal that a product may become available sooner, potentially leading to earlier revenue or benefits, and indicating a priority status that might influence company performance and market opportunities.
Phase 2 clinical trial medical
"use the net proceeds from the offering to fully fund its ongoing Phase 2 clinical trial of LTI-03 in idiopathic pulmonary fibrosis (IPF)"
A phase 2 clinical trial is a research study that tests a new medical treatment or drug to see if it is effective and safe for a specific condition. It involves a larger group of people than earlier trials and helps determine whether the treatment should move forward to more extensive testing. For investors, successful phase 2 results can signal potential for future approval and commercial success, while setbacks may indicate challenges ahead.
Understanding 8-K Material Events →
NASDAQ false 0001420565 0001420565 2026-04-30 2026-04-30
 
 

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): April 30, 2026

 

 

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 Definitive Material Agreement.

Underwriting Agreement with Konik Capital Partners, LLC

On April 30, 2026, Rein Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, acting as sole book-running manager, relating to the issuance and sale of 50,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Offering”). The price to the public in the Offering is $1.00 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an overallotment option, exercisable for 45 days, to purchase up to 7,500,000 additional shares of common stock from the Company at the public offering price, less underwriting discounts and commissions.

On May 4, 2026, the parties closed on the issuance and sale of 50,000,000 shares of the Company’s common stock under the Underwriting Agreement. The net proceeds to the Company from the Offering are expected to be approximately $46.1 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-295390), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 30, 2026 under the Securities Act of 1933, as amended (the “Securities Act”).

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, other obligations of the parties, and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.

The Company issued to the Underwriter or its designees warrants to purchase up to a total of 3% of the shares of common stock sold in the Offering (including the shares sold through the exercise of the over-allotment option). The warrants are exercisable at $1.50 per share (150% of the public offering price per share) for a five (5) year period ending April 30, 2031 in compliance with FINRA Rule 5110(g)(8)(A). The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e).

This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include, but are not limited to, the Company’s ability to satisfy certain conditions to closing on a timely basis, or at all, as well as other risks detailed from time to time in the Company’s SEC filings.

Item 8.01 Other Events

On April 30, 2026, the Company issued a press release announcing that it had priced the Offering. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.

 

In connection with the Offering, Greenberg Traurig, LLP provided the Company with the updated legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy shares of common stock or any other securities of the Company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Bios Letter Agreement

On April 30, 2026, the Company entered into a letter agreement with Bios Partners, L.P., on behalf of certain Bios entities holding securities of the Company, pursuant to which the Bios entities agreed to defer the conversion of 12,232 shares (“Preferred Shares”) of Series X Non-Voting Convertible Preferred Stock of the Company held by the Bios entities, and waive the Company’s obligation in the Company’s Certificate of Designation of Series X Non-Voting Convertible Preferred Stock to reserve the shares of common stock (“Underlying Shares”) issuable upon exercise of the Preferred Shares until such time as the Company has amended its Restated Certificate of Incorporation to increase its authorized common stock. In addition, the Bios entities have agreed, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any Preferred Shares or Underlying Shares for a period ending April 30, 2029. In consideration of the agreements and waivers of the Bios entities, the Company has agreed to issue to the Bios entities at the closing of the Offering warrants to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants to be issued to the Bios entities shall be on substantially the same terms as the Underwriter’s warrant, except for the exercise price.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

 

Exhibit

Number

    Exhibit Description
1.1    Underwriting Agreement dated April 30, 2026 between the Company and Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC
5.1    Opinion of Greenberg Traurig, LLP
99.1    Press Release dated April 30, 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.

 

    REIN THERAPEUTICS, INC.
Dated: May 4, 2026      

/s/ Brian Windsor

      Brian Windsor, Ph.D.,
      President and Chief Executive Officer

Exhibit 99.1

Rein Therapeutics Announces Pricing of $50 Million Underwritten Public Offering of Common Stock

AUSTIN, Texas, April 30, 2026 (GLOBE NEWSWIRE) — Rein Therapeutics, Inc. (“Rein” or the “Company”) (NASDAQ: RNTX), a clinical-stage biopharmaceutical company advancing a novel pipeline of first-in-class medicines for orphan pulmonary and fibrosis indications, today announced the pricing of its underwritten public offering of fifty million shares of its common stock at a public offering price of $1.00 per share for aggregate gross proceeds of $50 million, prior to deducting underwriting discounts and commissions and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 7.5M shares of common stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on or about May 4, 2026, subject to the satisfaction of customary closing conditions. The offering consisted entirely of common stock with no warrants.

Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, is acting as the sole book-running manager for the offering.

Rein intends to use the net proceeds from the offering to fully fund its ongoing Phase 2 clinical trial of LTI-03 in idiopathic pulmonary fibrosis (IPF) through completion and for working capital and general corporate purposes. Based on its current operating plan, the Company believes the net proceeds from this offering, together with its existing cash and cash equivalents, will be sufficient to fund its operations into 2028.

The securities described above are being offered and sold pursuant to a registration statement on Form S-1 (File No. 333-295390), including a prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on April 30, 2026. The offering is being made only by means of a prospectus that forms part of the effective registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus may be obtained, when available, from Konik Capital Partners, LLC, a division of T.R. Winston & Company, LLC, at 7 World Trade Center, 46th Floor, New York, NY 10007, Attention: Capital Markets Team, Email: capmarkets@konikcapitalpartners.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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 Rein Therapeutics

Rein Therapeutics is a clinical-stage biopharmaceutical company advancing a novel pipeline of first-in-class therapies to address significant unmet medical needs in orphan pulmonary and fibrosis indications. Rein’s lead product candidate, LTI-03, is a novel, synthetic peptide with a dual mechanism targeting alveolar epithelial cell survival as well as inhibition of profibrotic signaling. LTI-03 has received Orphan Drug Designation in the U.S. Rein’s second product candidate, LTI-01, is a proenzyme that has completed Phase 1b and Phase 2a clinical trials for the treatment of loculated pleural effusions. LTI-01 has received Orphan Drug Designation in the U.S. and E.U. and Fast Track Designation in the U.S.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements of Rein Therapeutics, Inc. (“Rein”, the “Company”, “we”, “our” or “us”) within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to expectations for the Company’s LTI-03 and LTI-01 product candidates and the closing of the offering. We use words such as “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “would,” “can,” “could,” “should,” “continue,” and other words and terms of similar meaning to help identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: (i) the risk that the offering may not be completed, (ii) the risk that the net proceeds of the offering may not be sufficient to fund the Company’s operations into 2028, and (iii) those other risks disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 26, 2026, and in subsequent filings that the Company makes with the SEC. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date of this press release, and the Company expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Rein Therapeutics Investor Relations & Media Contact:

Investor Relations

IR@ReinTx.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Rein Therapeutics (RNTX) announce in its latest 8-K?

Rein Therapeutics announced an underwritten public offering of 50,000,000 common shares at $1.00 each for gross proceeds of $50 million. It expects net proceeds of about $46.1 million to fund its LTI-03 Phase 2 trial and general operations into 2028.

How much capital is Rein Therapeutics (RNTX) raising and at what price?

Rein Therapeutics is raising $50 million in gross proceeds by selling 50,000,000 common shares at a public offering price of $1.00 per share. After underwriting discounts and estimated expenses, the company expects approximately $46.1 million in net proceeds from this offering.

What is the overallotment option in Rein Therapeutics’ (RNTX) offering?

The underwriting agreement grants Konik Capital Partners a 45-day overallotment option to purchase up to 7,500,000 additional Rein Therapeutics common shares. These would be sold at the public offering price of $1.00 per share, less underwriting discounts and commissions, to cover over-allotments if needed.

How will Rein Therapeutics (RNTX) use the proceeds from this offering?

Rein intends to use net proceeds to fully fund its ongoing Phase 2 clinical trial of LTI-03 in idiopathic pulmonary fibrosis and for working capital and general corporate purposes. Management states that this financing, with existing cash, should fund operations into 2028 based on its current plan.

What warrant arrangements were disclosed by Rein Therapeutics (RNTX)?

Rein issued underwriter warrants for 3% of the shares sold, exercisable at $1.50 per share until April 30, 2031, subject to a 180-day lock-up. It also agreed to issue Bios Partners warrants for 3,000,000 common shares at a $1.00 exercise price, on terms similar to the underwriter warrants.

What is the Bios Partners agreement mentioned by Rein Therapeutics (RNTX)?

Bios Partners agreed to defer conversion of 12,232 Series X Non-Voting Convertible Preferred Shares and waive the company’s obligation to reserve underlying common shares until authorized common stock is increased. Bios also accepted a lock-up until April 30, 2029, in exchange for 3,000,000 common stock warrants at $1.00.

How does this financing affect Rein Therapeutics’ (RNTX) clinical programs?

The company states that proceeds from the $50 million offering, combined with existing cash, will fully fund its Phase 2 trial of LTI-03 in idiopathic pulmonary fibrosis. This capital is also expected to support broader operations into 2028 while Rein continues advancing LTI-01 and other pipeline assets.

Filing Exhibits & Attachments

6 documents

Press Releases

Other Documents