Tango Therapeutics Inc SEC Filings

Tango Therapeutics (TNGX) entered an underwriting agreement for a registered direct offering of 21,023,337 common shares and pre-funded warrants exercisable for up to 3,226,458 shares. Each share was sold at $8.66 and each pre-funded warrant at $8.659, with an exercise price of $0.001. All securities were sold by the company.

The company estimates net proceeds of approximately $197 million from the registered direct offering, expected to close on October 24, 2025, and plans to use the funds to advance its pipeline, working capital, and general corporate purposes. Pre-funded warrants are immediately exercisable, do not expire, and include beneficial ownership caps of 4.99% or 9.99%, adjustable up to 19.99% with 61 days’ notice. Tango also agreed to a concurrent $15 million private placement of 1,732,101 shares at $8.66 per share. With these financings and existing cash, the company believes it can fund operations into 2028.

Tango Therapeutics (TNGX) launched a primary offering of 21,023,337 shares of common stock and pre-funded warrants to purchase up to 3,226,458 shares, with the warrant shares also covered by this supplement. The offering is priced at $8.66 per share and $8.659 per pre-funded warrant, for a total offering price of $209,999,998, yielding estimated net proceeds of $197,399,805 before expenses.

In a concurrent private placement, Tango agreed to sell 1,732,101 shares at $8.66 per share; those securities are not registered here, and this offering is not conditioned on the PIPE. The company estimates cash, cash equivalents and marketable securities of approximately $152.8 million as of September 30, 2025. Tango intends to use proceeds to advance its pipeline and for general corporate purposes, stating that the combined funds are expected to support operations into 2028. The underwriter expects to deliver the securities on or about October 24, 2025.

Tango Therapeutics (TNGX) filed an 8‑K disclosing preliminary liquidity and a clinical update. As of September 30, 2025, the company estimates it had $152.8 million in cash, cash equivalents and marketable securities. Management emphasized this figure is preliminary and unaudited and may change after quarter‑end closing procedures.

The company also made available a slide presentation with a clinical update from its ongoing Phase 1/2 trial of vopimetostat (formerly TNG462), furnished as Exhibit 99.1. The external auditor has not performed any review or assurance procedures on the preliminary data.

Third Rock Ventures IV, L.P. reported a sale of 500,000 shares of Tango Therapeutics, Inc. (TNGX) executed on 09/25/2025 at a weighted-average price of $8.017 per share. After the sale, the reporting person holds 13,863,975 shares, which are directly held by Third Rock Ventures IV, L.P. The filing identifies Third Rock Ventures GP IV, L.P. and TRV GP IV, LLC as related entities that disclaim beneficial ownership except to the extent of any pecuniary interest. The form was signed by Kevin Gillis on 09/29/2025.

Tango Therapeutics, Inc. (TNGX) Form 144 reports a proposed sale of 500,000 shares of common stock through BTIG, LLC on 09/25/2025 with an aggregate market value of $3,900,000.00. The shares were originally acquired on 07/24/2017 as a pre-IPO investment from Tango Therapeutics, Inc., and payment was by wire. The filing also discloses multiple recent sales by Third Rock Ventures IV, L.P. during Aug–Sep 2025 totaling several transactions of common stock with gross proceeds reported for each sale.

Tango Therapeutics Schedule 13G disclosure: Multiple related entities controlled by Raymond Debbane report beneficial ownership of common stock. Invus Public Equities directly holds 5,082,716 shares (4.6%) and Avicenna Life Sci Master Fund LP directly holds 800,472 shares (0.7%), for a combined position reported by the related reporting persons. Mr. Raymond Debbane is identified as controlling the chain of entities and is reported as beneficial owner of 5,883,188 shares (5.3%) based on 111,260,247 shares outstanding. The filing certifies the holdings were not acquired to change or influence control of the issuer.

Third Rock Ventures entities reported an insider sale of Tango Therapeutics (TNGX) common stock. On 09/16/2025 the reporting persons sold 363,541 shares at a weighted-average price of $7.04 per share (sales ranged $7.00–$7.19). After the sale, Third Rock Ventures IV, L.P. directly held 14,363,975 shares. The filing identifies the reporting parties as a director and a greater-than-10% owner and includes standard GP disclaimers that the GP entities disclaim beneficial ownership except to the extent of pecuniary interest. The Form 4 was signed by Kevin Gillis on 09/17/2025.

Tango Therapeutics, Inc. (TNGX) Form 144 notifies a proposed sale of 363,541 common shares through BTIG, LLC with an aggregate market value of $2,672,026.35, against 111,260,247 shares outstanding. The approximate sale date is 09/16/2025. The filing shows the shares to be sold were acquired in two pre-IPO wire transactions on 03/23/2017 (23,067 shares) and 07/24/2017 (340,474 shares). The notice also discloses multiple recent sales by Third Rock Ventures IV, L.P., totaling 2,131,559 shares across August and September 2025 with gross proceeds reported for each trade. The filer attests there is no undisclosed material adverse information and certifies compliance with the notice requirements.

Third Rock Ventures affiliates reported sales of Tango Therapeutics (TNGX) common stock. On 09/05/2025 TRV IV sold 642,906 shares at $7.00 per share and on 09/08/2025 it sold 86,459 shares at a weighted-average price of $7.0395. Following the 09/05 transaction the reporting person disclosed beneficial ownership of 14,813,975 shares and following the 09/08 sale beneficial ownership was reported as 14,727,516 shares. The filing identifies Third Rock Ventures IV, L.P., Third Rock Ventures GP IV, L.P., and TRV GP IV, LLC and includes the standard disclaimer that the general partners disclaim beneficial ownership except to the extent of any pecuniary interest.