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

Rhea-AI Filing Summary

Rhythm Pharmaceuticals, Inc. (Nasdaq: RYTM) filed an 8-K announcing that on July 9, 2025 it entered into an underwriting agreement with Morgan Stanley & Co. LLC and BofA Securities, Inc. to issue 2,058,824 common shares at $85.00 per share. The underwriters fully exercised their 30-day option for an additional 308,823 shares, bringing the total to 2,367,647 shares. Closing is expected on July 11, 2025, subject to customary conditions.

Gross proceeds are about $201.3 million; net proceeds, after underwriting discounts and estimated expenses, are expected to be $188.7 million. The transaction was conducted under the company’s effective Form S-3 shelf registration (File No. 333-270233) and is supported by a legal opinion from Latham & Watkins LLP.

Management plans to deploy the funds to:

• Advance clinical development of pipeline product candidates
• Support commercialization of IMCIVREE
• Provide working capital and cover general corporate purposes

Based on current operating plans, Rhythm believes its existing cash, cash equivalents, short-term investments, and the net proceeds from this offering will fund operations for at least the next 24 months. Forward-looking statements in the filing note that actual cash needs could differ due to market or operational factors.

Key exhibits include the Underwriting Agreement (Ex. 1.1) and related legal opinion (Ex. 5.1).

Positive

• $188.7 million in net proceeds significantly boosts liquidity without adding debt
• Funds earmarked for IMCIVREE commercialization and clinical pipeline advancement
• Full exercise of the underwriters’ option indicates strong demand for the offering
• Management projects a 24-month operating runway post-financing

Negative

• Share dilution from the issuance of 2,367,647 new shares affects existing holders
• Runway estimate is based on assumptions that may prove inaccurate, potentially shortening cash horizon
• Closing remains subject to customary conditions, introducing near-term execution risk

Insights

Equity Research Analyst

TL;DR – Raises $188.7 M, strengthens liquidity but dilutes equity; overall neutral impact.

The offering injects roughly $188.7 million of fresh capital, materially extending Rhythm’s runway to at least mid-2027 based on management’s guidance. The proceeds are earmarked for IMCIVREE commercialization and pipeline advancement, aligning with shareholders’ strategic priorities. However, the issuance of 2.37 million new shares increases the share count and dilutes existing holders. Because the company did not disclose its pre-offering share base in this 8-K, the exact dilution percentage cannot be quantified here, yet any equity raise at market price typically exerts downward pressure until value is created by the funded activities. On balance, the liquidity benefit offsets dilution, leading to a neutral rating.

Biotech Portfolio Manager

TL;DR – Capital raise fully subscribed, secures two-year cash horizon; positive for execution.

The quick full exercise of the overallotment option signals strong institutional demand at the $85 pricing level, suggesting confidence in Rhythm’s obesity franchise. Securing more than $188 million in net proceeds underpins pivotal trial budgets and the global rollout of IMCIVREE without resorting to additional debt. From a portfolio standpoint, the enhanced cash position reduces financing risk, a common stumbling block for mid-cap biotechs. While dilution is inevitable, maintaining strategic momentum in a competitive obesity market is value-accretive if milestones are met. I therefore view the transaction as modestly positive and impactful.

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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 9, 2025

RHYTHM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38223		46-2159271
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

222 Berkeley Street

12th Floor

Boston, MA 02116

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (857) 264-4280

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, $0.001 par value per share	RYTM	The Nasdaq Stock Market LLC (Nasdaq Global 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 9, 2025, Rhythm Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and BofA Securities, Inc., as the representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), in connection with the offering, issuance and sale (the “Offering”) by the Company of 2,058,824 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The offering price of the shares of Common Stock to the public is $85.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 308,823 additional shares of Common Stock, at the public offering price per share, less underwriting discounts and commissions (the "Option"). On July 10, 2025, the Underwriters exercised the Option in full. The closing of the Offering, including the shares being purchased pursuant to the exercise in full of the Option, is expected to take place on July 11, 2025, subject to the satisfaction of customary closing conditions. The net proceeds from the Offering, including the exercise in full of the Option, are expected to be approximately $188.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering was made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on March 2, 2023 (File No. 333-270233). A prospectus supplement relating to the Offering has been filed with the SEC.

The Company intends to use the net proceeds of the Offering to advance the clinical development of its product candidates and commercialization activities for IMCIVREE, and for working capital and general corporate purposes. Based on the Company’s current plans, the Company believe its cash and cash equivalents and short-term investments, together with the net proceeds from the Offering and excluding net proceeds from any exercise of the Underwriters’ option to purchase additional shares of Common Stock, will be sufficient to fund its operations for at least the next 24 months after the date of the prospectus supplement relating to the Offering. This estimate is based on assumptions that may prove to be incorrect, and the Company could utilize available capital resources sooner than expected.

The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report, which is incorporated by reference herein.

A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 to this report.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, including those relating to the expected net proceeds from the Offering and the use of such net proceeds from the Offering are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with market conditions, general economic conditions and other risks identified from time to time in the Company’s filings with the SEC, including the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company’s other reports filed with the SEC, as well as the prospectus supplement and accompanying prospectus related to the Offering. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. The Company cautions investors, potential investors and others not to place considerable reliance on the forward-looking statements in this Current Report on Form 8-K. Any such forward-looking statement speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 9, 2025, between Rhythm Pharmaceuticals, Inc. and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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.

	RHYTHM PHARMACEUTICALS, INC.
Date: July 11, 2025	By:	/s/ Hunter Smith
		Hunter Smith
		Chief Financial Officer

FAQ

How many shares did Rhythm Pharmaceuticals (RYTM) offer in July 2025?

The company offered 2,058,824 shares and the underwriters exercised an option for 308,823 additional shares, totaling 2,367,647 shares.

What is the expected net cash Rhythm will receive from the offering?

Rhythm estimates $188.7 million in net proceeds after underwriting discounts and expenses.

At what price were the RYTM shares sold?

The public offering price was $85.00 per share.

When is the closing date for the Rhythm Pharmaceuticals offering?

The closing is expected to occur on July 11, 2025, pending customary conditions.

How will Rhythm Pharmaceuticals use the proceeds from this capital raise?

Proceeds will fund IMCIVREE commercialization, clinical development of other product candidates, and general corporate purposes.

Under which SEC filing was the offering registered?

The shares were registered under the company’s Form S-3 shelf registration statement filed on March 2, 2023 (File No. 333-270233).