Phathom Pharmaceuticals, Inc. 8-K

What Happened
Phathom Pharmaceuticals (PHAT) announced on January 7, 2026 that it entered into an underwriting agreement to sell 6,875,000 shares of common stock at $16.00 per share and, for certain investors, pre‑funded warrants to purchase an aggregate of 1,250,078 shares at $15.999 per warrant. The underwriters will buy the shares from the company at $15.04 per share (and $15.039 per pre‑funded warrant). The offering is expected to close on January 9, 2026, subject to customary closing conditions.

Key Details

• Offering size: 6,875,000 common shares and 1,250,078 pre‑funded warrants; public offering price $16.00 per share (pre‑funded warrant price $15.999).
• Expected net proceeds: approximately $130 million, or about $150 million if the underwriters exercise their 30‑day option to buy up to 1,218,761 additional shares in full.
• Pre‑funded warrants: $0.001 exercise price, immediately exercisable, no expiration; exercise subject to a beneficial ownership limit (default up to 19.99%, adjustable with conditions and a 61‑day delay on increases).
• Documents: offering made under the company’s Form S‑3 shelf registration; underwriting agreement, form of pre‑funded warrant and legal opinion (Latham & Watkins LLP) filed as exhibits.

Why It Matters
This transaction will raise cash for Phathom (expected ~$130M–$150M), providing additional funding for operations, programs, or general corporate purposes. The issuance will increase the company’s outstanding shares (and potential shares upon exercise of pre‑funded warrants), which can dilute existing shareholders’ ownership percentage. The deal is subject to customary closing conditions and underwriter option—investors should note the timing (expected close Jan 9, 2026) and the ownership limits built into the pre‑funded warrants.