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Zentalis Pharmaceuticals (NASDAQ: ZNTL) prices $75.1M common stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zentalis Pharmaceuticals, Inc. entered into an underwriting agreement with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. for a public offering of 23,000,000 shares of common stock at $3.50 per share under an effective Form S-3 shelf registration.

The company granted the underwriters a 30-day option to purchase up to 3,450,000 additional shares at the same public offering price, less underwriting discounts and commissions. Closing is expected on August 17, 2026, subject to customary conditions, and Zentalis estimates net proceeds of approximately $75.1 million after fees and expenses.

Zentalis plans to use the net proceeds, together with existing cash, cash equivalents and marketable securities, to fund clinical trials, preclinical studies, regulatory filings, manufacturing and a companion diagnostic, as well as pre-commercial activities, capital expenditures, working capital and other general corporate purposes.

Positive

  • None.

Negative

  • None.

Filing Explained

The pending base offering would dilute existing holders if completed; its 3.45 million-share option is additional capacity, not a committed sale.

The company reports an underwriting agreement dated August 13, 2026 for 23,000,000 common shares at $3.50 per share; closing is expected August 17, 2026, subject to customary conditions, so the transaction remains pending.

The effective Form S-3 provides registration capacity for future sales, not a sale itself. The agreement also gives underwriters an option for up to 3,450,000 additional shares, making that amount additional capacity rather than part of the base offering.

If the base offering closes, issuing the additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. As of June 30, 2026, cash and equivalents were $24,783,000; that balance equals 59.9 days of the last reported operating cash use.

Sources and calculations
  • Zentalis Pharmaceuticals Form 8-K (2026-08-13)
  • Dilution definition (undated)
  • Form S-3 purpose (undated)
  • Zentalis Pharmaceuticals second-quarter 2026 fundamentals (2026Q2)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $24,783,000 / ($37,236,000 / 90) = [object Object]
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.
Primary shares offered 23,000,000 shares Common stock offered pursuant to an underwriting agreement
Public offering price $3.50 per share Price for each share of common stock in the offering
Underwriters’ option shares 3,450,000 shares Additional shares subject to 30-day over-allotment option
Estimated net proceeds $75.1 million Net proceeds after underwriting discounts, commissions and expenses
Expected closing date August 17, 2026 Anticipated closing of the common stock offering
Registration statement number 333-286122 Form S-3 shelf registration used for the offering
underwriting agreement financial
"entered into an underwriting agreement with TD Securities (USA) LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"and a related prospectus supplement filed with the Securities"
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.
underwriters financial
"as representatives of the several underwriters named therein"
Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What stock offering did Zentalis Pharmaceuticals (ZNTL) announce on August 13, 2026?
Zentalis Pharmaceuticals announced an underwritten public offering of 23,000,000 shares of common stock at $3.50 per share. The deal is under a Form S-3 shelf registration with several underwriters led by TD Securities, Guggenheim Securities and Oppenheimer & Co.

How much capital does Zentalis Pharmaceuticals (ZNTL) expect to raise from this offering?
Zentalis expects net proceeds of approximately $75.1 million from the offering. This figure is after underwriting discounts, commissions and estimated offering expenses are deducted from gross proceeds of the 23,000,000 shares sold at $3.50 per share.

What is the underwriters’ option in the Zentalis (ZNTL) stock offering?
Under the underwriting agreement, the underwriters have a 30-day option to purchase up to 3,450,000 additional shares of Zentalis common stock. These extra shares would be bought at the same $3.50 public offering price, less underwriting discounts and commissions.

How will Zentalis Pharmaceuticals (ZNTL) use the proceeds from the stock sale?
Zentalis plans to use the $75.1 million in net proceeds, with existing cash, to fund clinical trials, preclinical studies, regulatory filings, manufacturing and its companion diagnostic, plus pre-commercial activities, capital expenditures, working capital and other general corporate purposes.

When is the Zentalis (ZNTL) stock offering expected to close?
The offering’s closing is expected on August 17, 2026, subject to customary closing conditions. Completion will follow execution of the underwriting agreement and satisfaction of standard requirements for underwritten offerings of registered common stock in the United States.

Which firms are underwriting the Zentalis Pharmaceuticals (ZNTL) offering?
The offering is being underwritten by TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc., acting as representatives of several underwriters. Their agreement includes customary representations, conditions, indemnification provisions and termination rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001725160FALSE00017251602026-08-132026-08-13

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 13, 2026
ZENTALIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3926382-3607803
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
10275 Science Center Drive, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 263-4333
(Registrant’s telephone number, include area code)
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareZNTLThe 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 August 13, 2026, Zentalis Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 23,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an offering price of $3.50 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-286122) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 3,450,000 shares of its Common Stock at the public offering price, less underwriting discounts and commissions. The closing of the offering is expected to occur on August 17, 2026, subject to customary closing conditions.
The Company estimates the net proceeds from the offering will be approximately $75.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering, together with our existing cash, cash equivalents and marketable securities, to fund clinical trials, preclinical studies, regulatory filings, manufacturing and our companion diagnostic in support of our programs, as well as for pre-commercial activities, capital expenditures, working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of common stock to be offered and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
1.1
Underwriting Agreement, dated August 13, 2026, by and among the Company and TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein.
5.1
Opinion of Latham & Watkins LLP
23.1
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104Cover 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.
ZENTALIS PHARMACEUTICALS, INC.
Date: August 14, 2026By:/s/ Julie Eastland
Julie Eastland
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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