MeiraGTx Holdings plc 8-K

What Happened

• MeiraGTx Holdings plc announced it entered into a Share Purchase Agreement on December 31, 2025 to buy 2,300,000 ordinary shares from Perceptive Life Sciences Master Fund, Ltd. at $7.91 per share (the VWAP on Dec 31, 2025), for a total purchase price of $18,193,000. Perceptive sold the shares in connection with year‑end portfolio tax optimization.
• Under the agreement, Perceptive and its affiliates agreed not to sell, transfer, hedge or otherwise dispose of the repurchased shares (and related convertible or exercisable securities) for 12 months after closing, subject to limited exceptions. Perceptive-affiliated entities collectively own more than 10% of MeiraGTx’s ordinary shares. Perceptive Credit Holdings III, an affiliate and holder of a $75 million note issued by MeiraGTx under the company’s Notes Purchase Agreement, consented to the repurchase. Ellen Hukkelhoven, Ph.D., a MeiraGTx director, is Head of Biotechnology Investments at Perceptive Advisors.

Key Details

• Agreement date: December 31, 2025.
• Repurchase: 2,300,000 ordinary shares at $7.91/share; aggregate $18,193,000.
• Lock-up: Perceptive and affiliates restricted from selling/hedging the repurchased shares for 12 months post-closing (with limited exceptions).
• Related-party context: Perceptive affiliates own >10% of outstanding shares; Perceptive Credit Holdings III holds a $75M company note and consented to the transaction; a Perceptive executive is on MeiraGTx’s board.

Why It Matters

• The transaction reduces the number of shares held by a large investor and transfers those shares to the company, which can affect public float and shareholder composition. The 12‑month lock-up reduces the likelihood of immediate resale by Perceptive.
• Consent from the Perceptive-affiliated noteholder shows the repurchase was cleared under the company’s existing debt arrangements, which is relevant to covenant compliance for the outstanding $75M note.
• Retail investors should note the size and terms of this one-off repurchase and monitor future disclosures for any broader buyback program, changes in ownership concentration, or impacts on liquidity.