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): September 2 10, 2025

Maze Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-42490	82-2635018
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
171 Oyster Point Blvd., Suite 300
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)


171 Oyster Point Blvd., Suite 300
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 850-5070

(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		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock - par value $0.001 per share		MAZE		The Nasdaq Stock Market LLC

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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnSecurities ~~September 2,~~Purchase ~~2025,~~Agreement Maze Therapeutics, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Misbah Tahir as the Company’s Chief Financial Officer and “principal financial officer,” effective as of September 2, 2025 (the “Appointment Date”).

~~Before~~On ~~joining~~September 10, 2025, Maze Therapeutics, Inc., a Delaware corporation (the “Company”), ~~Mr. Tahir~~entered ~~served~~into asa securities purchase agreement (the ~~Chief~~“Securities ~~Financial~~Purchase ~~Officer~~Agreement”) ofwith ~~IGM~~certain ~~Biosciences~~institutional and accredited investors (the “Investors”), ~~Inc.~~pursuant ~~from~~to ~~January~~which ~~2019~~the Company agreed to ~~August~~sell ~~2025.~~and Heissue ~~previously~~to ~~served~~the asInvestors ~~Vice~~in ~~President,~~a ~~Finance~~private atplacement ~~Dermira,~~(the ~~Inc.~~“Private ~~from~~Placement”) ~~January~~an ~~2014~~aggregate toof ~~December~~(i) ~~2018.~~4,000,002 ~~Prior~~shares to(the ~~joining~~“Shares”) ~~Dermira~~of the Company’s common stock, ~~Inc~~par value $0.,001 heper ~~held~~share ~~finance~~(the ~~leadership~~“Common ~~positions~~Stock”), at ~~Onyx~~a ~~Pharmaceuticals,~~purchase ~~Inc~~price of $16.25 per share and ~~Human~~(ii) in ~~Genome~~lieu ~~Sciences~~of ~~Inc.~~shares ~~Mr. Tahir~~of ~~began~~Common ~~his~~Stock ~~career~~for atcertain ~~Amgen~~Investors, ~~Inc~~pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,231,090 ~~after~~shares ~~working~~of asCommon aStock ~~management~~(the ~~consultant~~“Warrant atShares” and, together with the ~~consulting~~Shares ~~firm~~and ofthe ~~Oliver~~Pre-Funded ~~Wyman.~~Warrants, Hethe ~~received~~“Securities”) at a Bpurchase price of $16.A249 per Pre-Funded Warrant. inEach ~~International~~Pre-Funded ~~Relations~~Warrant ~~from~~has ~~the~~an ~~University~~exercise price of ~~Pennsylvania~~$0.001 ~~and~~per anWarrant MShare.~~B.A.~~ ~~from~~The ~~the~~Pre-Funded ~~University~~Warrants ofare ~~Michigan~~exercisable ~~Business~~at ~~School~~any time after their original issuance and will not expire.

InThe ~~connection~~Private ~~with~~Placement ~~the~~is ~~appointment~~anticipated ofto ~~Mr. Tahir~~close ason ~~Chief~~or ~~Financial~~about ~~Officer~~September 12, ~~the~~2025, ~~Compensation~~subject ~~Committee~~to of the ~~Board~~satisfaction ~~approved~~of ~~the~~customary ~~Company’s~~closing ~~entry~~conditions. ~~into~~The anCompany ~~offer~~anticipates ~~letter~~receiving ~~(the~~gross ~~“Offer~~proceeds ~~Letter”)~~from ~~with Mr. Tahir, which includes~~ the ~~following~~Private ~~terms:~~Placement ~~(i) an initial annual base salary~~ of approximately $~~500,000~~150.0 ~~per year~~million, ~~(ii) an~~before ~~annual~~deducting ~~discretionary~~placement ~~bonus~~agent offees upand toother ~~40%~~expenses. ofThe ~~his~~Company ~~then-current~~intends ~~base~~to ~~salary,~~use ~~(iii) a~~the ~~one-time~~proceeds ~~sign-on~~from ~~bonus~~the ofprivate ~~$50~~placement,~~000,~~ ~~which~~together iswith ~~subject~~its toexisting ~~clawback~~cash, ifcash ~~his~~equivalents ~~service~~and isshort-term ~~for~~investments, ~~less~~to ~~than~~advance ~~one~~the ~~year,~~development ~~and~~of ~~(iv) an~~MZE829 ~~option~~in topatients ~~purchase~~with upAPOL1-mediated tokidney ~~325~~disease,~~000~~ ~~shares~~initiate ofPhase ~~the~~2 ~~Company’s~~clinical ~~common~~trials ~~stock~~of ~~(the~~MZE782 ~~“Option~~in ~~Award”),~~both ~~with~~phenylketonuria ~~1/4th~~and ofchronic ~~the~~kidney ~~shares~~disease, ~~underlying~~continue ~~the~~progress ~~Option~~on ~~Award~~research ~~vesting~~ and ~~becoming~~discovery ~~exercisable~~programs, onfurther the ~~first~~development ~~annual anniversary~~ of ~~the~~its ~~Appointment~~Compass ~~Date~~platform, and ~~thereafter~~ for anworking ~~additional~~capital ~~1/48th~~and ~~per~~other ~~month,~~general ~~among~~corporate ~~other benefits~~purposes.

InThe ~~addition,~~Pre-Funded ~~Mr. Tahir~~Warrants ~~will~~to ~~participate~~be issued in the ~~Company’s~~Private ~~Amended~~Placement ~~and~~will ~~Restated~~provide ~~Executive~~that ~~Severance~~the ~~and~~holder ~~Change~~of ~~in Control Plan (~~the ~~“Severance~~Pre-Funded ~~Plan”),~~Warrants ~~that~~will ~~provides~~not ~~for~~have the ~~following~~right ~~benefits~~to ifexercise ~~Mr. Tahir~~any isportion ~~terminated~~of byits ~~the~~Pre-Funded ~~Company~~Warrants ~~without~~if ~~cause~~such ~~(as~~holder, ~~defined~~together inwith ~~the~~its ~~Severance~~affiliates, ~~Plan)~~would ~~outside~~beneficially ofown ain ~~change~~excess inof ~~control~~4.99% ~~(as~~or ~~defined~~9.99%, inat the ~~Severance~~holder’s ~~Agreement)~~election, inof ~~exchange~~the ~~for~~number ~~a customary release~~ of ~~claims:~~shares ~~(i) a lump sum severance payment~~ of ~~nine~~the ~~months~~Company’s ~~base~~Common ~~salary~~Stock ~~and~~outstanding ~~(ii) payment~~immediately ofafter ~~premiums~~giving ~~for~~effect ~~continued medical benefits for up~~ to ~~nine~~such ~~months~~exercise.

IfThe ~~Mr. Tahir’s~~foregoing ~~employment~~descriptions isof ~~terminated by~~ the ~~Company~~Securities ~~without~~Purchase ~~cause~~Agreement ~~(as~~and ~~defined~~Pre-Funded inWarrants ~~the~~do ~~Severance~~not ~~Plan)~~purport orto bybe ~~him~~complete for good reason (as defined in the Severance Plan) within the three months preceding a change in control (as defined in the Severance Plan) (but only if after the execution of a definitive agreement providing for a change in control if such transaction is consummated) and ~~ending~~are ~~twelve~~qualified ~~months following a change~~ in ~~control,~~their heentirety ~~will~~by bereference ~~entitled~~ to ~~receive (i) a lump sum cash amount equal to his annual base salary and (ii) a lump sum cash amount equal to his target bonus. In addition, if Mr. Tahir timely elects continued coverage under COBRA,~~ the ~~Company~~full ~~shall~~text ~~pay his monthly premium under COBRA until the earliest~~ of ~~(x) 12 months following his termination date, (y)~~ the ~~date~~Securities ~~when~~Purchase heAgreement ~~receives similar coverage under another employer’s plans~~ and ~~(z)~~ the ~~expiration~~Pre-Funded ofWarrants, ~~his~~which ~~continuation~~are ~~coverage~~filed ~~under~~as ~~COBRA~~Exhibits 10.1 Inand ~~addition~~4.1, ~~Mr. Tahir’s then-outstanding equity awards~~respectively, ~~other than awards subject~~ to ~~performance-based~~this ~~vesting~~Current ~~criteria,~~Report ~~will~~on ~~automatically~~Form ~~become~~8-K ~~vested~~ and ~~exercisable~~are orincorporated ~~settled~~by inreference ~~full and any awards that would otherwise vest only upon satisfaction of performance criteria shall be treated in accordance with the applicable performance award agreement~~herein.

~~The~~Registration ~~foregoing~~Rights ~~summary~~Agreement of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the Offer Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

~~Except~~In asconnection ~~described~~with ~~above~~the Private Placement, ~~there~~the ~~are~~Company noand ~~arrangements~~the orInvestors ~~understandings~~also ~~between~~entered ~~Mr. Tahir~~into ~~and~~a ~~any~~Registration ~~other~~Rights ~~persons~~Agreement, ~~pursuant~~dated toas ~~which~~of heSeptember ~~was~~10, ~~appointed~~2025 as(the ~~Chief~~“Registration ~~Financial~~Rights ~~Officer.~~Agreement”), Noproviding ~~family~~for ~~relationships~~the ~~exist~~registration ~~among~~for ~~any~~resale of the Shares and the Warrant Shares. The Company’s ~~directors~~has oragreed ~~executive~~to ~~officers~~prepare and ~~Mr. Tahir.~~file ~~Mr. Tahir~~a ~~does~~registration ~~not~~statement ~~have~~(the ~~any~~“Registration ~~direct~~Statement”) orwith ~~indirect~~the ~~material~~Securities ~~interest~~and Exchange Commission (the “SEC”) promptly, and in any ~~transaction~~event ~~required~~within 60 days of the closing of the Private Placement, and to beuse ~~disclosed~~its ~~pursuant~~reasonable best efforts to ~~Item~~have ~~404(a)~~the Registration Statement declared effective within 75 days following the initial filing date of ~~Regulation~~the ~~S-K~~Registration Statement.

The Company has granted the Investors customary indemnification rights in connection with the Registration Rights Agreement. The Investors have also granted the Company customary indemnification rights in connection with the Registration Statement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Securities was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and corresponding provisions of state securities or “blue sky” laws. The Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising. The Investors represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the Securities for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the U.S. federal securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 7.01. Regulation FD Disclosure.

On September 11, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Also on September 11, 2025, the Company issued a press release announcing results from its Phase 1 trial of MZE782. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Current Report on Form 8-K and in the accompanying Exhibits 99.1 and 99.2 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current beliefs and expectations of management. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the closing of the Private Placement, registration of the securities being issued and sold in the Private Placement, the Company’s use of the proceeds from the Private Placement, statements concerning the Company’s future plans and prospects, any expectations regarding the safety or efficacy of MZE829, MZE782 and other candidates under development, the ability of MZE829 to treat AMKD or other indications, the ability of MZE782 to treat CKD, PKU or other indications, the planned timing of the Company’s clinical trials, data results and further development of MZE829, MZE782 and other therapeutics candidates, and the ability to drive financial results and stockholder value. In addition, when or if used in this Current Report on Form 8-K, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results, levels of activity, safety, performance or events and circumstances could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of factors, including risks and uncertainties related to the Company’s ability to advance MZE829, MZE782 and its other therapeutic candidates, obtain regulatory approval of and ultimately commercialize the Company’s therapeutic candidates, the timing and results of preclinical studies and clinical trials, the Company’s ability to fund development activities and achieve development goals, its ability to protect its intellectual property, general business and economic conditions, and risks related to the impact on its business of macroeconomic conditions, including inflation, volatile interest rates, tariffs, instability in the global banking sector, and public health crises. Further information on potential risk factors that could affect the Company’s business and its financial results are detailed under the heading “Risk Factors” included in the documents the Company files from time to time with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

4.1		Form of Pre-Funded Warrant.

10.1*		Form of Securities Purchase Agreement.

10.2		Form of Registration Rights Agreement.

99.1		Press Release issued by the Company announcing the Private Placement, dated September 11, 2025.

99.2		Press Release issued by the Company announcing MZE782 data, dated September 11, 2025.


104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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.

Date: September 2, 2025	By:	/s/ Courtney Phillips
Date: September 11, 2025	By:	/s/ Courtney Phillips
		Courtney Phillips General Counsel and Corporate Secretary

Filing Compare · Maze Therapeutics, Inc.