Xenon Pharmaceuticals (XENE) refreshes $400,000,000 ATM share program

Rhea-AI Filing Summary

Xenon Pharmaceuticals Inc. filed a prospectus supplement to register $400,000,000 of common shares for issuance under its at-the-market equity offering sales agreement with Jefferies and Stifel. This keeps the company’s ATM capacity available for future issuances under an existing sales framework.

The new prospectus supplement replaces and supersedes a prior prospectus, and the earlier offering has been terminated. As of the filing date, the company had already sold $291,084,564 in common shares under the sales agreement pursuant to the prior prospectus.

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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): February 27, 2026

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

Canada	001-36687	98-0661854
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200-3650 Gilmore Way Burnaby, British Columbia, Canada		V5G 4W8
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

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. below):

☐	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 Shares, without par value		XENE		The Nasdaq Stock Market LLC (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

On February 27, 2026, Xenon Pharmaceuticals Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) to register $400,000,000 of common shares, without par value (the “Shares”) issuable pursuant to the at-the-market equity offering sales agreement, dated August 6, 2020, as amended on March 1, 2022 (the “Sales Agreement”), by and among the Company, Jefferies LLC (“Jefferies”) and Stifel, Nicolaus & Company, Incorporated (“Stifel” and together with Jefferies, the “Sales Agents”). As of the date hereof, the Company has sold $291,084,564 in Shares under the Sales Agreement and pursuant to a prior prospectus (the “Prior Prospectus”). The Prospectus Supplement is being filed to
replace and supersede the Prior Prospectus in its entirety and the offering pursuant to the Prior Prospectus has been
terminated. An opinion regarding the legality of the Shares issuable under the ATM Agreement and registered pursuant to the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The issuance and sale of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s automatically effective registration statement on Form S-3 (File No. 333-281451) filed with the SEC on August 9, 2024 (the “Registration Statement”) and a base prospectus dated August 9, 2024 included in the Registration Statement, as supplemented by the Prospectus Supplement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
5.1	Opinion of Blake, Cassels & Graydon LLP.
23.1	Consent of Blake, Cassels & Graydon LLP (contained 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.
 

		XENON PHARMACEUTICALS INC.
Date: February 27, 2026		By:	/s/ Thomas P. Kelly
			Thomas P. Kelly
			Chief Financial Officer

FAQ

What did Xenon Pharmaceuticals Inc. (XENE) file on February 27, 2026?

Xenon Pharmaceuticals filed a prospectus supplement registering $400,000,000 of common shares for issuance under its existing at-the-market equity offering sales agreement, updating and replacing a prior prospectus tied to that program.

How large is Xenon Pharmaceuticals’ at-the-market capacity under the new prospectus?

The new prospectus supplement registers $400,000,000 of Xenon Pharmaceuticals’ common shares. These shares may be issued from time to time under the at-the-market equity offering sales agreement with Jefferies and Stifel as sales agents.

How much has Xenon Pharmaceuticals (XENE) already sold under its ATM agreement?

As of the filing date, Xenon Pharmaceuticals had sold $291,084,564 in common shares under the at-the-market equity offering sales agreement, using a prior prospectus that is now being replaced and superseded by the new prospectus supplement.

What happens to Xenon Pharmaceuticals’ prior ATM prospectus?

The prior prospectus relating to Xenon Pharmaceuticals’ at-the-market program has been replaced and superseded in its entirety by the new prospectus supplement, and the offering conducted pursuant to the prior prospectus has been terminated by the company.

Which registration statement covers Xenon Pharmaceuticals’ new ATM prospectus?

The issuance and sale of the common shares under the updated at-the-market program occur pursuant to Xenon Pharmaceuticals’ automatically effective Form S-3 registration statement (File No. 333-281451), including a base prospectus dated August 9, 2024.

Who are the sales agents for Xenon Pharmaceuticals’ at-the-market offering?

Jefferies LLC and Stifel, Nicolaus & Company, Incorporated serve as sales agents under Xenon Pharmaceuticals’ at-the-market equity offering sales agreement, handling sales of common shares registered by the new prospectus supplement filed with the SEC.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-5.1 EX-5.1 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.1 KB