SpyGlass Pharma (Nasdaq: SGP) closes $172.5M IPO at $16 per share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
SpyGlass Pharma completed its initial public offering, selling 10,781,250 shares of common stock, including 1,406,250 from the full exercise of the underwriters’ option, at $16.00 per share for aggregate gross proceeds of $172.5 million. All shares were offered by the company, and its stock now trades on the Nasdaq Global Select Market under the symbol SGP.
The company appointed industry executive Habib Dable as a Class I director and compensation committee member, granted him an option to purchase 27,400 shares vesting monthly over 36 months, and outlined ongoing annual option grants of 13,700 shares. In connection with the IPO’s completion, SpyGlass adopted an amended and restated certificate of incorporation and bylaws, which define key governance and capital structure terms.
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Insights
SpyGlass raises $172.5M in IPO to fund late-stage pipeline.
SpyGlass Pharma closed an IPO of 10,781,250 shares at $16.00 per share, generating gross proceeds of $172.5 million. All shares were sold by the company, so this is a primary capital raise rather than a secondary sale by existing holders.
The proceeds expand the cash base for a late-stage biopharmaceutical business focused on long-acting ophthalmology drug delivery. Additional board depth comes from Habib Dable, who brings prior CEO and big-pharma leadership experience and joins the compensation committee with option-based equity incentives aligned to ongoing service.
Corporate governance was updated through an amended and restated certificate of incorporation and bylaws effective upon IPO completion. Future filings and disclosures, including those referenced in the prospectus, will clarify how this enlarged capital base supports development milestones and commercialization efforts for chronic eye condition therapies.
8-K Event Classification
4 items: 5.02, 5.03, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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):
February 5, 2026
SpyGlass Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-43105 | 83-3044245 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
27061 Aliso Creek Rd., Suite 100
Aliso Viejo, California 92656
(Address of principal executive offices, including zip code)
(949) 284-6904
(Registrant’s telephone number, including area code)
Not Applicable
(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):
| ☐ | 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, $0.00001 par value per share | SGP | The Nasdaq Stock Market LLC | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Habib Dable was appointed to the board of directors of SpyGlass Pharma, Inc. (the “Company”) on February 5, 2026 in connection with the Company’s initial public offering (the “IPO”). Mr. Dable will serve as a Class I director until a successor is duly elected and qualified or until an earlier resignation or removal. Mr. Dable will serve as a member of the compensation committee of the board of directors of the Company.
Mr. Dable has served as an advisor at RA Capital Management, L.P., an investment manager, since April 2022. Previously, Mr. Dable served as President and Chief Executive Officer of Acceleron Pharma Inc., a biopharmaceutical company, from December 2016 until its acquisition by Merck in November 2021. Prior to joining Acceleron, Mr. Dable held roles of increasing responsibility at Bayer AG beginning in 1994, serving as the President of Pharmaceuticals for Bayer in the U.S. from October 2015 until December 2016. From 2013 to 2015, Mr. Dable served as the Executive Vice President and Global Head of Specialty Medicine for Bayer HealthCare Pharmaceuticals, and from 2010 to 2012, he was the Vice President of Ophthalmology & Global Launch Team Head for EYLEA. Mr. Dable currently serves as a member of the board of directors of Relay Therapeutics, Day One Biopharmaceuticals, and PepGen, and he previously served as a member of the board of directors of Millendo Therapeutics, Inc. from September 2018 until January 2021, Blueprint Medicines Corporation from June 2022 to July 2025, Aerovate Therapeutics from July 2023 to April 2025, and Albireo Pharma from August 2022 to March 2023. Mr. Dable holds a bachelor’s degree in business administration and an M.B.A, each from the University of New Brunswick in Canada.
There was no understanding or arrangement between Mr. Dable and any other person pursuant to which Mr. Dable was elected as a director.
Mr. Dable is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On February 5, 2026, in connection with Mr. Dable’s election as a Class I director, we entered into an indemnification agreement with Mr. Dable in the form of the Company’s standard indemnification agreement, which was filed with the Securities and Exchange Commission on January 16, 2026 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-292779) (the “Registration Statement”) and is incorporated herein in its entirety by reference.
As a non-employee director, Mr. Dable will participate in the compensation program applicable to all non-employee directors, which is summarized below.
Under the Company’s outside director compensation policy, each non-employee director receives a base annual retainer of $40,000 per year for service as a non-employee director; $30,000 per year additionally for service as non-executive chair of the board of directors; $20,000 per year additionally for service as chair of the audit committee of the board of directors; $10,000 per year additionally for service as a member of the audit committee of the board of directors; $15,000 per year additionally for service as chair of the compensation committee of the board of directors; $7,500 per year additionally for service as a member of the compensation committee of the board of directors; $10,000 per year additionally for service as chair of the nominating and corporate governance committee; and $5,000 per year additionally for service as a member of the nominating and corporate governance committee of the board of directors.
In accordance with the Company’s outside director compensation policy and the Company’s 2026 Equity Incentive Plan (the “2026 Plan”), on February 5, 2026 (the “Grant Date”), Mr. Dable was granted an option to purchase 27,400 shares of common stock (the “Option”). Subject to Mr. Dable continuing as an Outside Director (as defined in the 2026 Plan) through such applicable vesting date, one thirty-sixth (1/36th) of the shares subject to the Option shall vest each month following the Grant Date on the same day of the month as the Grant Date. On the first trading day immediately following each annual meeting of stockholders of the Company, Mr. Dable will be granted an option to purchase 13,700 shares of common stock, subject to Mr. Dable continuing to be a non-employee director on such date.
The foregoing is only a brief description of the material terms of the Company’s outside director compensation policy, and is qualified in its entirety by reference to the description of the Company’s outside director compensation policy under the heading “Post-IPO Outside Director Compensation Policy” in the Registration Statement, filed with the Securities and Exchange Commission on January 29, 2026 and incorporated herein in its entirety by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 9, 2026, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the IPO. A description of the Restated Certificate is set forth in the sections entitled “Risk Factors” and “Description of Capital Stock” of the Company’s Prospectus (“Prospectus”) filed with the Securities and Exchange Commission on February 6, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Registration Statement. The description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate filed herewith as Exhibit 3.1 and incorporated herein by reference.
Effective as of February 9, 2026, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the completion of the IPO. A description of the Restated Bylaws is set forth in the sections of the Prospectus entitled “Risk Factors” and “Description of Capital Stock.” The description of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws filed herewith as Exhibit 3.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Press Release
On February 9, 2026, the Company issued a press release announcing the closing of its IPO of 10,781,250 shares of its common stock (which includes 1,406,250 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares). A copy of the press release is attached hereto as Exhibit 99.1.
Channels for Disclosure of Information
Investors and others should note that the Company may announce material information to the public through filings with the Securities and Exchange Commission, its website (www.spyglasspharma.com), press releases, public conference calls, and public webcasts. The Company uses these channels, as well as social media, to communicate with the public about the Company, its product candidates and other matters. As such, investors, the media and others are encouraged to review the information disclosed through the Company’s social media and other channels listed above as such information could be deemed to be material information. Please note that this list may be updated from time to time.
The information furnished pursuant to Item 7.01 on this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | |||||||
| 3.2 | Amended and Restated Bylaws of the Registrant. | |||||||
| 99.1 | Press Release, dated February 9, 2026. | |||||||
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.
| SPYGLASS PHARMA, INC. | ||||||||
| By: | /s/ Patrick Mooney | |||||||
| Patrick Mooney | ||||||||
| Chief Executive Officer | ||||||||
| Date: February 9, 2026 | ||||||||
Exhibit 99.1
SpyGlass Pharma Announces Closing of Initial Public Offering and Exercise in Full of the Underwriters’ Option to Purchase Additional Shares
ALISO VIEJO, Calif., Feb. 09, 2026 – SpyGlass Pharma, Inc. (Nasdaq: SGP) (“SpyGlass Pharma”), a late-stage biopharmaceutical company, today announced the closing of its initial public offering of 10,781,250 shares of its common stock, which includes the exercise in full of the underwriters’ option to purchase 1,406,250 additional shares of its common stock, at a public offering price of $16.00 per share. The aggregate gross proceeds from the offering were $172.5 million, before deducting underwriting discounts and commissions and other offering expenses payable by SpyGlass Pharma. All shares of common stock were offered by SpyGlass Pharma. SpyGlass Pharma’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “SGP” on February 6, 2026.
Jefferies, Leerink Partners, Citigroup and Stifel acted as joint book-running managers for the offering.
A registration statement relating to the offering has been filed with the Securities and Exchange Commission and became effective on January 30, 2026. The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering are available at www.sec.gov. Copies of the final prospectus may also be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; or Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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 the registration or qualification under the securities laws of any such state or jurisdiction.
About SpyGlass Pharma
SpyGlass Pharma is a late-stage biopharmaceutical company dedicated to transforming the treatment paradigm for patients living with chronic eye conditions through long-acting, sustained drug delivery of approved medicines. The company’s mission is to significantly improve the lives of patients with chronic eye conditions by developing durable drug delivery solutions that can empower patients and surgeons with confidence in long-term disease control and vision preservation.
The SpyGlass Pharma platform, a novel, non-bioerodible drug delivery technology, is designed to be used with various well-established, approved medicines, including bimatoprost and other small molecules, providing flexibility to potentially treat a range of conditions in the front and back of the eye.
The company was founded in 2019 by Malik Y. Kahook, M.D. and Glenn Sussman to solve the lack of ophthalmic innovations that capitalize on durable treatment options. The SpyGlass Pharma platform was
originally developed in the Sue Anschutz-Rodgers Eye Center at the University of Colorado Anschutz School of Medicine.
Media Contact:
Nami Surendranath
+1 (212) 418-8981
nsurendranath@dnacommunications.com
Investor Contact:
Ami Bavishi or Nick Colangelo
Gilmartin Group LLC
investors@spyglasspharma.com
FAQ
What was the IPO price and total gross proceeds for SpyGlass Pharma (SGP)?
The IPO price was $16.00 per share, raising $172.5 million. SpyGlass Pharma’s initial public offering priced at $16.00 per share and generated aggregate gross proceeds of $172.5 million before underwriting discounts and other offering expenses.
Where is SpyGlass Pharma (SGP) listed and what is its ticker symbol?
SpyGlass Pharma is listed on the Nasdaq Global Select Market as SGP. Following the initial public offering, the company’s common stock began trading under the ticker symbol “SGP,” giving investors access through a major U.S. exchange.
Who joined the SpyGlass Pharma board in connection with the IPO?
Habib Dable was appointed to SpyGlass Pharma’s board. He serves as a Class I director and member of the compensation committee, bringing prior CEO and senior pharmaceutical leadership experience, and receives equity-based compensation through stock options under the company’s outside director policy.
What stock options did SpyGlass Pharma grant to director Habib Dable?
Habib Dable received an option for 27,400 shares at grant. The option vests in 36 equal monthly installments from the February 5, 2026 grant date, and he is also eligible for an annual option to purchase 13,700 shares after each stockholder meeting.
What corporate governance changes did SpyGlass Pharma adopt with its IPO?
SpyGlass Pharma implemented a restated charter and bylaws. Effective with IPO completion, the company filed an amended and restated certificate of incorporation and adopted amended and restated bylaws, which define its capital stock and key governance provisions described in its prospectus.