[8-K] SpringWorks Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Indaptus Therapeutics, Inc. (Nasdaq: INDP) has completed the second and final closing of its previously announced private placement, bringing aggregate gross proceeds to approximately $5.7 million. The financing consists of 6% convertible promissory notes maturing on July 28, 2026 and common stock warrants. The June 30 closing added roughly $3.4 million to the $2.3 million first tranche that closed on June 12, 2025.

Key terms

• Conversion mechanics: Notes (plus accrued interest) convert at 80% of the 5-day average Nasdaq closing price on the earlier of (i) 30 days after a planned reverse split (expected July 27, 2025) or (ii) the one-year note anniversary, capped at $11.20 per share.
• Investor protection: Holders that would exceed 4.99% or 9.99% ownership limits will receive $0.01 pre-funded warrants instead of shares.
• Warrant coverage: Investors receive five-year warrants equal to 200% of the conversion shares, exercisable at the same conversion price. Placement agent Paulson Investment Company earns cash fees of 12% plus warrants for 12% of the conversion shares.
• Use of proceeds: Fund Phase 1b/2 clinical trial, working capital and general corporate purposes.
• Shareholder approval: To comply with Nasdaq Rule 5635(d), a special meeting is set for July 25, 2025 to authorize share issuance above the 19.99% cap.

The company must file a resale registration statement within 30 days of conversion and keep it effective for up to two years. The structure raises near-term capital but embeds significant potential dilution and a 20% conversion discount that favors investors.

Positive

• $5.7 million in new capital strengthens near-term liquidity
• Proceeds earmarked for Phase 1b/2 trial, advancing pipeline value

Negative

• Deep-discount conversion (20%) and 200% warrant coverage create significant dilution risk
• 12% placement agent fee plus additional warrants increase effective cost of capital
• Shareholder approval on July 25 is required; failure could disrupt financing terms

Insights

Equity Research Analyst

TL;DR: Raises cash to advance clinical program but adds heavy dilution risk via deep-discount convertibles and high warrant coverage.

The $5.7 million injection is essential for an early-stage biotech with limited revenue, particularly as it funds a Phase 1b/2 study that could be a key value inflection point. However, investors should weigh the 200% warrant coverage, 20% conversion discount and 12% placement fee, all of which materially increase future share count. Shareholder approval on July 25 is pivotal; failure could delay conversion and complicate capital structure. Net impact is mixed: liquidity improves, but equity value per share may erode.

Risk Analyst

TL;DR: Financing terms create sizeable overhang; dilution and cash burn remain central risks.

The note structure effectively sets a ceiling on future stock price performance until dilution is absorbed. With conversion pegged to 80% of market price—and uncapped warrant issuance at 200%—existing holders face substantial ownership dilution. The 6% coupon is modest, yet cash fees, warrant inducements and a July 2026 maturity could strain resources if clinical timelines slip. Regulatory risk also exists if shareholder approval is not obtained, potentially forcing renegotiation. Overall risk profile skews negative.

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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 1, 2025

SPRINGWORKS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39044		83-4066827
(State or other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

100 Washington Blvd

Stamford, Connecticut 06902

(Address of principal executive offices, including Zip Code)

(203) 883-9490

(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):

¨ 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, par value $0.0001 per share		SWTX		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.  ¨

INTRODUCTORY NOTE

On July 1, 2025 (the “Closing Date”), Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), completed the previously announced acquisition of SpringWorks Therapeutics, Inc., a Delaware corporation (the “Company” or “SpringWorks”), pursuant to the Agreement and Plan of Merger, dated April 27, 2025 (the “Merger Agreement”), by and among SpringWorks, Parent and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

The Merger Agreement and the transactions contemplated thereby, including the Merger, were previously described in the definitive proxy statement filed by SpringWorks with the Securities and Exchange Commission (the “SEC”) on May 28, 2025.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) (other than (i) shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, the Company or any wholly owned subsidiary of the Company, in each case not held on behalf of third parties, immediately prior to the Effective Time and (ii) shares held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law) was cancelled and converted automatically into the right to receive an amount in cash equal to $47.00, without interest (the “Per Share Merger Consideration”), subject to applicable withholding taxes.

At the Effective Time, each outstanding stock option of the Company (“Company Option”) that was vested as of immediately prior to the Effective Time was automatically cancelled and entitled the holder thereof to receive an amount in cash, less applicable tax withholding, equal to the product of (rounded down to the nearest whole cent) (i) the total number of shares subject to such vested Company Option award immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the shares subject to such vested Company Option immediately prior to the Effective Time in accordance with the terms of the Merger Agreement. Any vested Company Option with an exercise price per share greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration or payment.

At the Effective Time, each Company Option award (or portion thereof) that was unvested as of immediately prior to the Effective Time ceased to represent an option to purchase shares and was converted into a fixed cash-based award in respect of an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares subject to such unvested Company Option award immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the shares subject to such Company Option immediately prior to the Effective Time, subject to and in accordance with the vesting terms applicable to the corresponding Company Option immediately prior to the Effective Time to which such payment relates; provided, that on the nine-month anniversary of the Effective Time, 50% of each then-unvested tranche of such cash-based awards will vest (subject to the applicable holder’s continued employment through such date). Any unvested Company Option with an exercise price per share greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration or payment.

At the Effective Time, each outstanding restricted stock unit award of the Company (“Company RSU”) whether vested or unvested, ceased to represent a restricted stock unit award denominated in shares and was converted into a fixed cash-based award in respect of an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares subject to such Company RSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration, subject to and in accordance with the vesting terms applicable to the corresponding Company RSU immediately prior to the Effective Time to which such payment relates; provided, that on the nine-month anniversary of the closing of the transaction, 50% of each then-unvested tranche of such cash-based awards will vest (subject to the applicable holder’s continued employment through such date).

At the Effective Time, each outstanding performance restricted share unit award (“Company PSU”), whether vested or unvested, ceased to represent a performance share unit award denominated in shares and entitled the holder thereof to receive an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares subject to such Company PSU award immediately prior to the Effective Time with performance levels determined as set forth in the applicable Company PSU award agreement multiplied by (ii) the Per Share Merger Consideration.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 28, 2025, which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The Information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, SpringWorks notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist and deregister the shares of Company Common Stock under Section 12(b) of the Exchange Act. Upon effectiveness of the Form 25, SpringWorks intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of Company Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of SpringWorks, other than the right to receive the Per Share Merger Consideration.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change in control of SpringWorks occurred and SpringWorks became a wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

In connection with the Merger, as of the Effective Time, Saqib Islam, J.D., Carlos Albán, Alan Fuhrman, Julie Hambleton, M.D., Freda Lewis-Hall, M.D., DFAPA, Daniel S. Lynch and Martin Mackay, Ph.D., each resigned from the board of directors of SpringWorks and from any and all committees thereof on which they served and ceased to be directors of SpringWorks. At the Effective Time, in accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time became the directors of SpringWorks.

At the Effective Time, all officers of SpringWorks immediately prior to the Effective Time, consisting of Saqib Islam, Francis Perier, Jr., Badreddin Edris, Bhavesh Ashar, James Cassidy, Daniel Pichl, Herschel S. Weinstein and Tai-An Lin, resigned and ceased serving in their respective roles as officers of SpringWorks. Effective as of immediately following the Effective Time, SpringWorks appointed Miguel Fernández Alcalde, Anthony O’Donnell, Monica Elliott and Michael MacDougall as officers of SpringWorks.

The foregoing director resignations are by virtue of the consummation of the Merger and were not due to any disagreement with SpringWorks on any matter relating to its operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, SpringWorks’ certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the Company’s Third Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated April 27, 2025, by and among SpringWorks Therapeutics, Inc., Merck KGaA, Darmstadt, Germany, and EMD Holdings Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to SpringWorks Therapeutics, Inc.’s Current Report on Form 8-K filed with the SEC on April 28, 2025).
3.1		Third Amended and Restated Certificate of Incorporation of SpringWorks Therapeutics, Inc.
3.2		Second Amended and Restated Bylaws of SpringWorks Therapeutics, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

*All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SpringWorks hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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.

	SpringWorks Therapeutics, Inc.
	By:	/s/ Michael MacDougall
		Name: Michael MacDougall
		Title: Secretary

Dated: July 1, 2025

FAQ

How much capital did Indaptus Therapeutics (INDP) raise in the private placement?

The company raised approximately $5.7 million in aggregate gross proceeds from two closings on June 12 and June 30, 2025.

What are the key terms of the INDP convertible notes?

The notes carry 6% annual interest, mature on July 28, 2026, and convert at 80% of the 5-day average closing price, capped at $11.20 per share.

When will the warrants issued to investors become exercisable?

Investor warrants become exercisable on the later of the conversion date or the date shareholder approval is obtained, and expire five years thereafter.

Why is a special shareholder meeting scheduled for July 25, 2025?

Under Nasdaq Rule 5635(d), Indaptus needs shareholder approval to issue shares exceeding 19.99% of outstanding stock; the meeting seeks that approval.

What will the new funds be used for?

Indaptus intends to use the net proceeds for research and development, including a Phase 1b/2 clinical trial, as well as working capital and general corporate purposes.