SOPHiA GENETICS (Nasdaq: SOPH) sells 12.1M shares at $4.75

Rhea-AI Filing Summary

SOPHiA GENETICS completed an underwritten public offering of 12,104,900 ordinary shares at $4.75 per share, raising gross proceeds of about $57.5 million before fees and expenses. The deal included 1,578,900 additional shares sold after underwriters fully exercised their option, and closed on June 18, 2026.

The shares were issued under an effective Form F-3 shelf registration, with TD Securities leading a syndicate of underwriters. All shares were sold by the company, providing new primary capital and diluting existing shareholders while strengthening the balance sheet.

Insights

Equity Capital Markets Analyst

SOPHiA GENETICS raised $57.5M in a fully subscribed equity deal.

SOPHiA GENETICS issued 12,104,900 ordinary shares at $4.75 each in an underwritten public offering, all sold by the company. Underwriters fully exercised their option for 1,578,900 extra shares, taking gross proceeds to about $57.5 million.

This is a primary capital raise, so cash flows to the company while existing shareholders are diluted by the new shares. The transaction was conducted off an effective Form F-3 shelf, using a standard prospectus supplement structure and a traditional underwriter syndicate led by TD Cowen and Guggenheim Securities.

The company highlights that the offering was oversubscribed, with the underwriters’ option exercised in full. Subsequent filings may detail how management plans to deploy the proceeds and how the larger share count affects per-share metrics over future reporting periods.

Key Figures

Total shares sold: 12,104,900 shares Offering price: $4.75 per share Gross proceeds: $57.5 million +5 more

8 metrics

Total shares sold 12,104,900 shares Ordinary shares sold in June 2026 offering

Offering price $4.75 per share Public offering price for ordinary shares

Gross proceeds $57.5 million Total gross proceeds before fees and expenses

Base deal size 10,526,000 shares Initial number of shares in priced offering

Underwriters’ option shares 1,578,900 shares Additional shares sold via full option exercise

Option size 15% Underwriters’ option as percentage of base offering

Shelf registration form Form F-3, No. 333-289266 Registration statement used for offering

Closing date June 18, 2026 Closing of the underwritten public offering

Key Terms

underwritten public offering, underwriting agreement, Form F-3, prospectus supplement, +2 more

6 terms

underwritten public offering financial

"announced today the pricing of its previously announced underwritten public offering of 10,526,000 ordinary shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

underwriting agreement financial

"entered into an underwriting agreement with TD Securities (USA) LLC, as the representative of the several underwriters"

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.

Form F-3 regulatory

"registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"a prospectus supplement dated June 16, 2026, together with an accompanying prospectus dated August 15, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

underwriters’ option financial

"the underwriters fully exercised their option to purchase an additional 1,578,900 ordinary shares"

An underwriters’ option is a provision in a securities offering that lets the group selling the new shares buy a fixed extra amount (often up to 15%) from the issuer after the sale. It acts like a short-term safety valve: if demand is strong, underwriters exercise the option and supply extra shares; if the price falls, they can use the option to stabilize the market. For investors this matters because it affects how many shares come to market, potential short-term dilution, and post-offering price stability—similar to having a reserve supply to smooth out sudden swings.

Swiss Financial Services Act (FinSA) regulatory

"within the meaning of the Swiss Financial Services Act (“FinSA”) and these securities will not be listed or admitted"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did SOPHiA GENETICS (SOPH) announce in this Form 6-K?

SOPHiA GENETICS completed an underwritten public offering of 12,104,900 ordinary shares at $4.75 per share. The transaction generated approximately $57.5 million in gross proceeds before underwriting discounts, commissions, and offering expenses, with all shares sold by the company itself.

How much capital did SOPHiA GENETICS (SOPH) raise in the June 2026 offering?

The company raised gross proceeds of about $57.5 million by selling 12,104,900 ordinary shares at $4.75 each. This amount is before deducting underwriting discounts, commissions, and estimated offering expenses payable by SOPHiA GENETICS in connection with the transaction.

What was the size and price of SOPHiA GENETICS’ (SOPH) share issuance?

SOPHiA GENETICS sold 12,104,900 ordinary shares at a public offering price of $4.75 per share. This total includes 1,578,900 additional shares issued when underwriters fully exercised their option to purchase extra shares at the same public price.

Did underwriters exercise their option in the SOPHiA GENETICS (SOPH) offering?

Yes. Underwriters fully exercised their option to purchase an additional 1,578,900 ordinary shares at the public offering price. This brought total shares sold to 12,104,900 and increased gross proceeds to approximately $57.5 million for SOPHiA GENETICS.

When did SOPHiA GENETICS (SOPH) close its public offering of ordinary shares?

The offering closed on June 18, 2026, following the pricing on June 16, 2026. The closing reflected full exercise of the underwriters’ option and completed the sale of 12,104,900 ordinary shares under the company’s effective Form F-3 shelf registration.

Was the SOPHiA GENETICS (SOPH) offering made under a shelf registration?

Yes. The ordinary shares were issued under an effective shelf registration statement on Form F-3, File No. 333-289266. The sale used a prospectus supplement dated June 16, 2026, together with an accompanying base prospectus dated August 15, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026.

Commission File Number: 001-40627

SOPHiA GENETICS SA

(Exact name of registrant as specified in its charter)

La Pièce 12

1180 Rolle

Switzerland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On June 16, 2026, SOPHiA GENETICS SA (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, as the representative of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for the offering and sale by the Company of 12,104,900 ordinary shares, par value CHF 0.05 per share (the “Shares”), including 1,578,900 ordinary shares purchased by the Underwriters pursuant to full exercise of the option granted to them in the Underwriting Agreement. The Underwriting Agreement includes the terms and conditions for the offering and sale of the Shares, customary representations, warranties and agreements by the Company, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Current Report on Form 6-K as Exhibit 1.1.

The Shares were offered to investors at $4.75 per Share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses, were approximately $57.5 million. The offering closed on June 18, 2026. The offer and sale of the Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333-289266) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a prospectus supplement dated June 16, 2026, together with an accompanying prospectus dated August 15, 2025, relating to the offer and sale of the Shares. Opinion of counsel regarding the validity of such ordinary shares is attached to this Report on Form 6-K as Exhibit 5.1 and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to this Report on Form 6-K as Exhibit 23.1.

INCORPORATION BY REFERENCE

This Report on Form 6-K (other than Exhibits 99.1, 99.2 and 99.3), including Exhibits 1.1, 5.1 and 23.1, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (Registration No. 333-289266) of SOPHiA GENETICS SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

				SOPHiA GENETICS SA
Date: June 22, 2026
				By:		/s/ Daan van Well
				Name:		Daan van Well
				Title:		Chief Legal and Regulatory Officer

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 16, 2026, between SOPHiA GENETICS SA and TD Securities (USA) LLC, as the representative of the several underwriters named in Schedule I thereto
5.1		Opinion of Niederer Kraft Frey Ltd
23.1		Consent of Niederer Kraft Frey Ltd (included in Exhibit 5.1)
99.1		Press release dated June 16, 2026
99.2		Press release dated June 16, 2026
99.3		Press release dated June 19, 2026

Exhibit 99.1

SOPHiA GENETICS Announces Pricing of $50 Million Public Offering of Ordinary Shares

BOSTON and ROLLE, Switzerland, June 16, 2026 /PRNewswire/ — SOPHiA GENETICS (Nasdaq: SOPH), a global leader in AI-driven precision medicine, announced today the pricing of its previously announced underwritten public offering of 10,526,000 ordinary shares at a public offering price of $4.75 per ordinary share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company are expected to be approximately $50 million. All of the ordinary shares to be sold in the proposed offering will be sold by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to 1,578,900 additional ordinary shares at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on June 18, 2026, subject to customary closing conditions.

TD Cowen is acting as the lead book-running manager for the offering. Guggenheim Securities is acting as book-running manager, and BTIG and Craig-Hallum are acting as lead managers for the offering.

A registration statement on Form F-3 (File No. 333-289266) relating to the ordinary shares and other securities of the Company has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on August 15, 2025. The offering may be made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to this offering has been filed with the SEC and a final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus will be available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to this offering, when available, may be obtained for free by contacting TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

This press release shall not constitute an offer to sell or a 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 registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of SOPHiA GENETICS SA, such as the ordinary shares, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and these securities will not be listed or admitted to trading on the SIX Swiss Exchange or on any other regulated trading venue (exchange or multilateral trading facility) in Switzerland. Neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, may be publicly distributed or otherwise made publicly available in Switzerland.

About SOPHiA GENETICS

SOPHiA GENETICS (Nasdaq: SOPH) is a cloud-native healthcare technology company on a mission to expand access to data-driven medicine by using AI to deliver world-class care to patients with cancer and rare disorders across the globe. It is the creator of SOPHiA DDM^™, a platform that analyzes complex genomic and multimodal data and generates real-time, actionable insights for a broad global network of hospital, laboratory, and biopharma institutions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding the expected closing of this offering . In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “would”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “future”, “continue”, or “appear” or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including those described in our filings with the SEC. No assurance can be given that such future results will be achieved. Such forward-looking statements contained in this press release speak only as of the date hereof. We expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this press release to reflect any change in our expectations or any change in events, conditions, or circumstances on which such statements are based, unless required to do so by applicable law. No representations or warranties (express or implied) are made about the accuracy of any such forward-looking statements.

For further information: Media Contact: media@sophiagenetics.com

Exhibit 99.2

SOPHiA GENETICS Announces Proposed Public Offering of Ordinary Shares

BOSTON and ROLLE, Switzerland, June 16, 2026 /PRNewswire/ — SOPHiA GENETICS (Nasdaq: SOPH), a global leader in AI-driven precision medicine, announced today the commencement of a proposed underwritten public offering of its ordinary shares. The Company also expects to grant the underwriters an option to purchase up to an additional 15% of the ordinary shares at the public offering price, less the underwriting discount. All of the ordinary shares to be sold in the proposed offering will be sold by the Company. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

TD Cowen is acting as the lead book-running manager for the offering.

A registration statement on Form F-3 (File No. 333-289266) relating to the ordinary shares and other securities of the Company has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on August 15, 2025. The offering may be made only by means of a prospectus supplement relating to such offering and the accompanying prospectus. The preliminary prospectus supplement for the offering and the accompanying prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, by contacting TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.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 registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of SOPHiA GENETICS SA, such as the ordinary shares, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and these securities will not be listed or admitted to trading on the SIX Swiss Exchange or on any other regulated trading venue (exchange or multilateral trading facility) in Switzerland. Neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, may be publicly distributed or otherwise made publicly available in Switzerland.

About SOPHiA GENETICS

SOPHiA GENETICS (Nasdaq: SOPH) is a cloud-native healthcare technology company on a mission to expand access to data-driven medicine by using AI to deliver world-class care to patients with cancer and rare disorders across the globe. It is the creator of SOPHiA DDM^™, a platform that analyzes complex genomic and multimodal data and generates real-time, actionable insights for a broad global network of hospital, laboratory, and biopharma institutions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed underwritten public offering including the size, timing and structure of the proposed offering and the completion of the proposed offering on the anticipated terms. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “would”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “future”, “continue”, or “appear,” or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including those described in our filings with the SEC. No assurance can be given that such future results will be achieved. Such forward-looking statements contained in this press release speak only as of the date hereof. We expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this press release to reflect any change in our expectations or any change in events, conditions, or circumstances on which such statements are based, unless required to do so by applicable law. No representations or warranties (express or implied) are made about the accuracy of any such forward-looking statements.

For further information: Media Contact: media@sophiagenetics.com

Exhibit 99.3

SOPHiA GENETICS Announces Closing of $57.5 Million Public Offering of

Ordinary Shares With Full Exercise of the Underwriters’ Option to Purchase

Additional Shares

BOSTON and ROLLE, Switzerland, June 19, 2026 /PRNewswire/ — SOPHiA GENETICS (Nasdaq: SOPH), a global leader in AI-driven precision medicine, announced today the closing of its previously announced underwritten public offering with total gross proceeds of $57.5 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. As a result of strong investor demand, the offering was oversubscribed, and the underwriters fully exercised their option to purchase an additional 1,578,900 ordinary shares at the public offering price, less the underwriting discounts and commissions. The Company sold 12,104,900 ordinary shares at a price to the public of $4.75 per share, which included the 1,578,900 ordinary shares issued upon exercise in full by the underwriters of their option to purchase additional shares. All of the ordinary shares were sold by the Company.

TD Cowen acted as the lead book-running manager for the offering. Guggenheim Securities acted as book-running manager, and BTIG and Craig-Hallum acted as lead managers for the offering.

A registration statement on Form F-3 (File No. 333-289266) relating to the ordinary shares and other securities of the Company has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on August 15, 2025. The offering was made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus relating to this offering has been filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus are available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to this offering, may be obtained for free by contacting TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

This press release shall not constitute an offer to sell or a 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 registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of SOPHiA GENETICS SA, such as the ordinary shares, in or into Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and these securities will not be listed or admitted to trading on the SIX Swiss Exchange or on any other regulated trading venue (exchange or multilateral trading facility) in Switzerland. Neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this press release nor any other offering or marketing material relating to these securities, such as the ordinary shares, may be publicly distributed or otherwise made publicly available in Switzerland.

About SOPHiA GENETICS

SOPHiA GENETICS (Nasdaq: SOPH) is an Ai-native healthcare technology company on a mission to transform patient care by expanding access to data-driven medicine globally. It is the creator of SOPHiA DDM^™, an Ai platform that analyzes complex genomic and multimodal data to generate real-time, real-world insights for a broad global network of hospital, laboratory, and biopharma institutions.

For further information: Media Contact: media@sophiagenetics.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 7.7 KB
• EX-99.2 EX-99.2 7.3 KB
• EX-99.3 EX-99.3 5.9 KB

Other Documents

• EX-1.1 EX-1.1 222.8 KB
• EX-5.1 EX-5.1 29.7 KB