Tango Therapeutics (TNGX) ups at-the-market stock capacity to $400M with new supplement

Rhea-AI Filing Summary

Tango Therapeutics, Inc. expanded its at-the-market offering program for its common stock through Leerink Partners LLC as sales agent. The company previously registered an aggregate offering price of up to $100,000,000 under a prior prospectus supplement, of which approximately $64,389,566 of shares have been sold and approximately $35,610,434 remain unsold.

On August 11, 2026, Tango filed a new prospectus supplement covering shares of common stock with an aggregate offering price of up to $400,000,000, which includes the approximately $35,610,434 of unsold shares from the prior prospectus supplement. The prior prospectus supplement has been terminated, and any future sales, if any, will be made under the new prospectus supplement and the existing automatic shelf registration statement. Goodwin Procter LLP issued a legal opinion on the newly registered shares.

Filing Explained

The key change is optional issuance: no new shares are sold by this filing, but later ATM sales would dilute existing ownership.

The expanded at-the-market arrangement remains a future-sales authorization, not a completed share sale; any shares sold would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Because an at-the-market program permits gradual sales through an agent at prevailing market prices, this filing does not establish the price or number of shares that would be issued.

The filing does not disclose proceeds or use of proceeds for the new capacity, so cash raised and realized dilution cannot be sized; those facts would emerge from subsequent sales under the new prospectus supplement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original ATM capacity: $100,000,000 Shares sold under prior supplement: $64,389,566 Unsold shares under prior supplement: $35,610,434 +1 more

4 metrics

Original ATM capacity $100,000,000 Aggregate offering price of common stock under prior sales agreement prospectus supplement

Shares sold under prior supplement $64,389,566 Aggregate amount of shares sold under prior prospectus supplement as of August 11, 2026

Unsold shares under prior supplement $35,610,434 Aggregate amount of unsold shares under prior prospectus supplement carried into new supplement

New ATM capacity $400,000,000 Aggregate offering price of common stock under new prospectus supplement

Key Terms

at-the-market offering program, prospectus supplement, automatic shelf registration statement, legal opinion

4 terms

at-the-market offering program financial

"with respect to an at-the-market offering program pursuant to which the Company may offer"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

prospectus supplement regulatory

"which included a sales agreement prospectus supplement relating to the offer and sale"

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.

automatic shelf registration statement regulatory

"filed a registration statement on Form S-3ASR (File No. 333-291684)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

legal opinion regulatory

"Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating"

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What did Tango Therapeutics (TNGX) change in its at-the-market offering program?

Tango Therapeutics expanded its at-the-market offering program by filing a new prospectus supplement for up to $400,000,000 of common stock, replacing its prior $100,000,000 prospectus supplement while carrying over unsold shares.

How much stock has Tango Therapeutics (TNGX) already sold under its prior ATM prospectus?

Tango Therapeutics has sold approximately $64,389,566 of common stock under its prior at-the-market prospectus supplement, with about $35,610,434 of shares remaining unsold and now included in the new supplement.

What is the total capacity of Tango Therapeutics’ (TNGX) new ATM prospectus supplement?

The new prospectus supplement permits Tango Therapeutics to offer and sell common stock with an aggregate offering price of up to $400,000,000, including approximately $35,610,434 of shares that were unsold under the prior supplement.

What happened to Tango Therapeutics’ (TNGX) prior ATM prospectus supplement?

The prior prospectus supplement for up to $100,000,000 of common stock has been terminated. Tango Therapeutics will not make further sales under it, and remaining unsold shares are included in the new $400,000,000 prospectus supplement.

Who is the sales agent for Tango Therapeutics’ (TNGX) at-the-market offering?

Leerink Partners LLC is the Sales Agent for Tango Therapeutics’ at-the-market offering program, through which the company may, at its sole discretion, offer and sell shares of its common stock from time to time.

Which law firm provided the legal opinion for Tango Therapeutics’ (TNGX) new ATM shares?

Goodwin Procter LLP provided a legal opinion relating to the shares covered by the new $400,000,000 prospectus supplement, and this opinion is filed as Exhibit 5.1 together with its consent as Exhibit 23.1.

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Available on EDGAR 08/11/2026 - 05:13 PM Accepted by SEC EDGAR 08/11/2026 - 05:13 PM Learn about SEC filing dates

false 0001819133 0001819133 2026-08-11 2026-08-11

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): August 11, 2026

Tango Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39485		85-1195036
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 Brookline Ave., Suite 901
Boston, MA		02215
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 857-320-4900

N/A

(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:

☐ 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 $0.001 per share		TNGX		The Nasdaq Global Market

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 8.01 Other Events.

As previously disclosed, on November 21, 2025, Tango Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Sales Agent”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), through the Sales Agent. The Company previously filed a registration statement on Form S-3ASR (File No. 333-291684) (the “Registration Statement”) with the Securities and Exchange Commission on November 21, 2025, which included a sales agreement prospectus supplement relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $100,000,000 (the “Shares”) pursuant to the Sales Agreement (the “Prior Prospectus Supplement”). As of the date hereof, the Company has sold an aggregate amount of approximately $64,389,566 of Shares under the Prior Prospectus Supplement, and an aggregate amount of approximately $35,610,434 of Shares remain unsold under the Prior Prospectus Supplement.

On August 11, 2026, the Company filed an additional prospectus supplement relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $400,000,000 (the “New Prospectus Supplement Shares”) pursuant to the Sales Agreement, which includes approximately $35,610,434 of unsold Shares under the Prior Prospectus Supplement. Accordingly, the offering pursuant to the Prior Prospectus Supplement has been terminated, and the Company will not make any further offer or sale of Shares pursuant to the Prior Prospectus Supplement. The New Prospectus Supplement Shares to be offered and sold under the Sales Agreement, if any, will be offered and sold pursuant to the Registration Statement, which became automatically effective upon filing. Goodwin Procter LLP, counsel to the Company, has issued a legal opinion relating to the New Prospectus Supplement Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy any New Prospectus Supplement Shares, nor shall there be any offer, solicitation or sale of the New Prospectus Supplement Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

				Tango Therapeutics, Inc.
Date: August 11, 2026				By:		/s/ Matthew Gall
						Matthew Gall
						Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 7.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB