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

Rhea-AI Filing Summary

ARS Pharmaceuticals entered a credit agreement dated September 29, 2025, establishing multiple tranche term loans and customary security arrangements. The agreement allows a Term C Loan of $25.0 million that the borrower may draw before the two‑year anniversary if it achieves trailing 12‑month net revenues of at least $100.0 million. A Term D Loan of up to $100.0 million is available on an uncommitted, lender‑consent basis. The Term Loans mature five years after closing and are secured by the credit parties under a security and pledge agreement. The borrower will pay customary fees including upfront, administration, repayment premium and an exit fee, and interest on any paid‑in‑kind portion will carry a 1.00% per annum premium.

Positive

• Term C tranche of $25.0 million provides additional funding capacity if revenue conditions are met
• Up to $100.0 million Term D facility is available (uncommitted) offering potential further capital
• Five‑year maturity gives medium‑term financing runway
• Security and pledge agreements formalize lender collateral and customary closing deliverables

Negative

• Term C is conditional on achieving $100.0 million TTM net revenues, limiting certainty of that tranche
• Term D is uncommitted and requires consent of lenders, so availability is not guaranteed
• Several fees apply (upfront, administration, repayment premium, exit fee) increasing financing cost
• Paid‑in‑kind interest carries a 1.00% premium which raises effective interest if used

Insights

Corporate Finance Analyst

TL;DR: The company secured multi‑tranche term loan capacity that provides optional funding and five‑year maturity, improving liquidity flexibility.

The credit agreement dated September 29, 2025 establishes staged term loan availability, notably a $25.0 million Term C contingent on achieving $100.0 million TTM net revenues and an uncommitted Term D of up to $100.0 million requiring lender consent. The facility includes customary collateral, fees and an interest premium for paid‑in‑kind interest. For a borrower, committed and optioned tranches offer financing flexibility and backstop capacity, while customary fees and PIK interest premiums increase effective funding cost.

Credit Risk Analyst

TL;DR: The structure provides optional capital but contains conditional tranches and added costs that affect certainty and effective cost of borrowing.

The Term C tranche is revenue‑conditioned and Term D is uncommitted, so not all stated capacity is certain. Security and pledge arrangements suggest typical lender protections. Material borrower costs include upfront, administration, repayment premium and exit fees, plus a 1.00% interest uplift on any paid‑in‑kind portions. These provisions increase lender protection but raise the borrower's financing expenses and conditionality of later tranches.

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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): September 29, 2025

ARS Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39756		81-1489190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11682 El Camino Real, Suite 300
San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 771-9307

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 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 240.14a-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, $0.0001 par value per share		SPRY		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 1.01 Entry into a Material Definitive Agreement.

On September 29, 2025, ARS Pharmaceuticals, Inc. (the “Company”) and certain direct and indirect subsidiaries of the Company who may become a party thereto from time to time, as guarantors (the “Guarantors”), and ARS Pharmaceuticals Operations, Inc., a wholly owned subsidiary of the Company, as the borrower (the “Borrower” and, collectively with the Guarantors, the “Credit Parties”), entered into a credit agreement (the “Credit Agreement”) with RA Capital Agency Services, LLC (as the “Administrative Agent” and as the “Collateral Agent”), and affiliates of OMERS Administration Corporation and RA Capital Management, L.P., as lenders, and such other lenders from time to time party thereto (the “Lenders”), providing for up to $250.0 million of term loans from the Lenders to the Borrower (the “Term Loans”). The proceeds of the Term Loans will be used to (i) fund research, development and other product development and commercialization activities of the Company’s products and (ii) for other general corporate purposes.

Pursuant to the terms of the Credit Agreement, the Term Loans may be advanced in four tranches. The first tranche (the “Term A Loan”) was advanced in the principal amount of $100.0 million on September 29, 2025 (“Closing Date”). The second tranche (the “Term B Loan”) in a principal amount of $25.0 million may be advanced at the Borrower’s election during the period commencing on the six-month anniversary of the Closing Date and ending no later than the one-year anniversary of the Closing Date, subject to customary conditions. The third tranche (the “Term C Loan”) in a principal amount of $25.0 million may be advanced at the Borrower’s election during the period commencing on and including the Closing Date and ending no later than the two-year anniversary of the Closing Date, subject to achieving trailing 12-month (“TTM”) net revenues for neffy of at least $100.0 million and customary conditions. The fourth tranche (the “Term D Loan”) of up to $100.0 million is uncommitted and may be advanced at the Borrower’s election, subject to the consent of all of the Lenders who agree to provide the Term D Loan and customary conditions. The Term Loans will mature on the five-year anniversary of the Closing Date (“Maturity Date”). In connection with entering into the Credit Agreement and drawing the Term A Loan, the Credit Parties entered into a security agreement and pledge agreement and delivered other customary deliverables.

The Term Loans will initially bear interest at a per annum rate of 5.50% plus the greater of (i) three-month forward-looking term SOFR or (ii) 3.00%, which interest rate may be reduced by 25 to 50 basis points based on achieving certain TTM net revenues milestones. At Borrower’s election and subject to certain conditions, 100% of accrued interest in the first two years and 50% of accrued interest in the last three years may be paid-in-kind, in which case the applicable interest rate for the Term Loans shall increase by 1.00% per annum for the portion of such Term Loans that is paid-in-kind. The Borrower will pay certain fees with respect to the Term Loans, including an upfront fee, an administration fee, a repayment premium and an exit fee, as well as certain other fees and expenses of the Administrative Agent and the Lenders.

The obligations of the Borrower under the Credit Agreement are guaranteed on a full and unconditional basis by the Company and the Guarantors and are secured by substantially all of the respective Credit Parties’ tangible and intangible assets and property, including intellectual property, subject to certain exceptions.

The Credit Agreement includes representations and warranties, affirmative covenants (including reporting obligations), negative covenants (including restrictions on making certain investments, incurring additional indebtedness, granting liens, disposing of assets, making certain payments (e.g., dividends), prepayments of other indebtedness, and failing to maintain a minimum liquidity threshold) and events of default that are usual and customary for facilities of this type, in each case, subject to certain permitted exceptions as set forth therein.

The Administrative Agent and Collateral Agent, as well as a Lender, are affiliates of RA Capital Management, L.P. (“RA Capital”). The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky, Ph.D. and Rajeev Shah are controlling persons. RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. collectively hold in excess of 10% of the Company’s outstanding common stock and are currently the Company’s largest stockholder. RA Capital serves as the investment adviser for each of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. Dr. Kolchinsky serves as a member of the Company’s board of directors.

The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above with respect to the Credit Agreement and the Term Loans is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit Number		Description
10.1#*		Credit Agreement, dated September 29, 2025, by and between ARS Pharmaceuticals Operations, Inc., as the borrower, ARS Pharmaceuticals, Inc. and certain of its subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, and RA Capital Agency Services, LLC, as administrative agent and collateral agent for the lenders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

* Certain information in this exhibit is omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

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.

				ARS PHARMACEUTICALS, INC.
Date: September 29, 2025				By:		/s/ Richard Lowenthal
						Richard Lowenthal, M.S., MSEL
						President and Chief Executive Officer

FAQ

What does the ARS Pharmaceuticals (SPRY) credit agreement provide?

The credit agreement dated September 29, 2025 establishes multi‑tranche term loans including a $25.0 million Term C and an uncommitted up to $100.0 million Term D, with a five‑year maturity and customary security.

What condition must be met to draw the Term C Loan?

To draw Term C, the borrower must achieve trailing 12‑month net revenues of at least $100.0 million within the specified draw period.

Is the Term D Loan guaranteed to be available to SPRY?

No. Term D is described as uncommitted and may be advanced only with the consent of all lenders who agree to provide it.

What are notable costs associated with the Term Loans?

The borrower will pay an upfront fee, administration fee, repayment premium, exit fee, other agent and lender expenses, and a 1.00% per annum interest premium on any paid‑in‑kind portion.

Who are the parties named in the credit agreement?

The borrower is ARS Pharmaceuticals Operations, Inc., guarantors include ARS Pharmaceuticals, Inc. and certain subsidiaries, and the administrative and collateral agent is RA Capital Agency Services, LLC.