[8-K] SES AI Corporation Reports Material Event

Rhea-AI Filing Summary

I-Mab (NASDAQ: IMAB) filed a Form 6-K detailing an underwritten public offering of 33,333,330 American depositary shares (ADSs) at $1.95 per ADS. Ten ADSs equal 23 ordinary shares, so the deal represents 76.7 million ordinary shares. Gross proceeds are expected to reach ≈ $65 million before underwriting fees and expenses. Leerink Partners is sole book-runner under a customary agreement covering representations, indemnities and termination rights. The takedown utilizes the company’s effective F-3 shelf (File No 333-286954) and is scheduled to close on or about 5 Aug 2025, pending standard conditions.

The raise strengthens liquidity without adding debt, which may support ongoing R&D and clinical programs; however, the issuance materially enlarges the share count and occurs at a relatively low price, creating dilution risk for existing holders. Exhibits include the underwriting agreement (Ex 1.1), Cayman law opinion (Ex 5.1) and related press release (Ex 99.1).

Positive

• $65 million in gross proceeds bolsters liquidity without incurring new debt.
• Successful shelf takedown demonstrates continued access to public equity markets.

Negative

• Issuance of 76.7 million ordinary shares materially dilutes existing shareholders.
• Offering priced at $1.95, implying a discount that may pressure the stock.

Insights

Equity Research Analyst

TL;DR: $65 M cash inflow improves runway, but 77 M new shares dilute value; neutral overall impact.

The transaction injects meaningful liquidity—roughly 30-40% of IMAB’s year-end 2024 cash balance—without increasing leverage. Management gains flexibility to fund pivotal trials and BD opportunities. Yet, the offering expands basic shares outstanding by roughly 25-30% (exact figure depends on current float), pressuring per-share metrics. The $1.95 pricing appears at a discount to recent trading, signalling limited demand. Net: financing is necessary and successfully executed, but shareholder dilution tempers upside.

Capital-Markets Specialist

TL;DR: Efficient shelf takedown shows market access; dilution sizable but manageable—impact deemed neutral.

The company rapidly activated its May 2025 shelf, indicating readiness and underwriter confidence. Gross proceeds align with biotech norms and, coupled with customary indemnities, limit legal exposure. Despite the low price, securing equity capital amid risk-off sentiment is positive for solvency. However, absent stated use-of-proceeds or strategic catalyst, investors may view the raise as stop-gap funding. Balance of stronger cash vs. share dilution yields a neutral risk-reward profile.

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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): August 4, 2025

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware		001-39845		88-0641865
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

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 (see General Instruction A.2. below):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		SES		The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share		SES WS		The New York Stock Exchange

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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  ☐

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Item 8.01Other Events.

As previously reported, on March 7, 2025, SES AI Corporation (the “Company”) received a written notice from the New York Stock Exchange (“NYSE”), notifying the Company that, it was not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual (the “Listing Rule”), because the average closing price of the Company’s Class A common stock was less than $1.00 over a consecutive 30 trading-day period.

On August 1, 2025, the Company received written notice from the NYSE that it had regained compliance with the Listing Rule because the average closing price of the Company’s Class A common stock was above $1.00 for the 30-trading day period ending on July 31, 2025.

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SIGNATURE

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 thereunto duly authorized.

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​	SES AI Corporation
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Date: August 4, 2025	By:	/s/ Jing Nealis
​	Name:	Jing Nealis
​	Title:	Chief Financial Officer

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FAQ

How many ADSs is I-Mab (IMAB) issuing in the 2025 offering?

The company is issuing 33,333,330 ADSs, equal to about 76.7 million ordinary shares.

What proceeds will IMAB receive from the ADS sale?

Gross proceeds are expected to be approximately $65 million before fees and expenses.

When is the I-Mab offering expected to close?

Closing is anticipated on or about August 5, 2025, subject to customary conditions.

Who is underwriting the IMAB share sale?

Leerink Partners LLC is acting as sole representative and book-runner for the underwriters.

Will the offering dilute existing IMAB shareholders?

Yes. The issuance of 76.7 million new ordinary shares will increase the share count and dilute current holdings.

Under which registration statement is the offering being made?

The sale is conducted under the company’s Form F-3 shelf registration (File No 333-286954).