Evommune, Inc. 8-K

What Happened

• Evommune, Inc. filed an 8-K (dated Feb 13, 2026) reporting that on Feb 12, 2026 it entered a Securities Purchase Agreement to sell 4,494,279 shares of common stock in a private placement at $27.88 per share. The private placement is expected to close on or about Feb 17, 2026, subject to customary closing conditions.
• The Company estimates gross proceeds of approximately $125 million (before transaction-related expenses and placement fees). Evommune entered a Registration Rights Agreement requiring it to file a Form S-1 to register resale of the shares within 60 days of closing and to use reasonable best efforts to have that registration declared effective (generally within 90 days of filing).

Key Details

• Shares to be sold: 4,494,279 common shares at $27.88 per share.
• Estimated gross proceeds: ≈ $125 million (before expenses and placement fees).
• Expected close date: on or about February 17, 2026 (subject to customary conditions).
• Placement agents: Morgan Stanley, Leerink Partners, Evercore, Cantor Fitzgerald, William Blair; Oppenheimer acted as capital markets advisor. Company will pay customary placement fees.
• Registration rights: file Form S-1 within 60 days of closing; use reasonable best efforts to have it effective (target within 90 days of filing) and to keep it effective until shares can be freely resold or are sold.

Why It Matters

• The transaction, if it closes, would provide Evommune with a substantial infusion of capital (roughly $125M gross) to advance its clinical development programs and support general corporate purposes, improving near-term liquidity.
• Investors should note dilution from the new shares and that net proceeds will be reduced by placement fees and transaction expenses. The Registration Rights Agreement gives investors a path to resale via a public registration, which may affect share liquidity once the registration statement is effective.
• Closing is subject to customary conditions; proceeds and timing are estimates and include forward-looking statements as disclosed in the 8-K.