SECURITIESFORM AND EXCHANGE COMMISSION8-K

☐Item Pre-commencement7.01 communicationsRegulation pursuantFD to Rule 13e-4(c) under the Exchange Act (17 CFR 240Disclosure.13e-4(c))

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 11, 2026

~~Pursuant~~Solid toBiosciences ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): March 6, 2026


Delaware	001-38360	90-0943402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Rutherford Avenue
Charlestown, Massachusetts		02129
(Address of Principal Executive Offices)		(Zip Code)

~~Solid~~Registrant’s ~~Biosciences~~Telephone ~~Inc.~~Number, Including Area Code: (617) 337-4680

(~~Exact~~Former Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~its~~Since ~~Charter~~Last Report)

Delaware		001-38360		90-0943402
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

~~500~~☐Written ~~Rutherford~~communications ~~Avenue,~~pursuant ~~Third~~to ~~Floor~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Charlestown,~~☐Soliciting ~~Massachusetts~~material ~~02129~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Address~~☐Pre-commencement ofcommunications ~~Principal~~pursuant ~~Executive~~to ~~Offices~~Rule 14d-2(b) under the Exchange Act (~~Zip~~17 ~~Code~~CFR 240.14d-2(b))

~~Registrant’s~~☐Pre-commencement ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~ 13e-4(~~617~~c) ~~337~~under the Exchange Act (17 CFR 240.13e-~~4680~~4(c))

~~(Former~~Securities ~~Name~~registered orpursuant ~~Former~~to ~~Address,~~Section if12(b) ~~Changed~~of ~~Since~~the ~~Last Report)~~Act:

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 (see General Instruction A.2. below):


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.001 par value per share	SLDB	The Nasdaq Global Select Market

☐Indicate ~~Written~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~425~~405 ~~under~~of the Securities Act ~~(17~~of ~~CFR~~1933 (§ 230.~~425~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐Emerging ~~Soliciting~~growth ~~material~~company ~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~☐

☐If ~~Pre-commencement~~an ~~communications~~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 ~~Rule~~Section ~~14d-2~~13(ba) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~ ☐

SOLID BIOSCIENCES INC.

Date: March 6, 2026

/s/ Alexander Cumbo

Alexander Cumbo

Chief Executive Officer

~~Securities~~On ~~registered~~March ~~pursuant~~11, to2026, ~~Section 12~~Solid Biosciences Inc. (bthe “Company”) ofmade ~~the~~available ~~Act:~~an updated corporate presentation on its website.

Title of each class		TradingSymbol		Name of each exchange on which registered
Common Stock $0.001 par value per share		SLDB		The Nasdaq Global Select Market

The information provided under Item 7.01 of this Current Report on Form 8-K shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~8.~~405~~01 ofOther ~~this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240~~Events.~~12b-2 of this chapter).~~

~~Emerging growth company ☐~~SGT-003

IfInterim anClinical ~~emerging~~Update ~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period~~ for ~~complying~~INSPIRE ~~with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~DUCHENNE

~~Item~~On March 11, 2026, the Company announced positive new interim data from its Phase 1/2 INSPIRE DUCHENNE clinical trial, a Phase 1/2 first-in-human, open-label, single-dose, multicenter trial designed to evaluate the safety, tolerability and efficacy of SGT-003 in pediatric participants with Duchenne muscular dystrophy (“Duchenne”) at a dose level of 1E14vg/kg.01 ~~Entry~~SGT-003 ~~into~~is administered as a ~~Material~~one-time ~~Definitive~~intravenous ~~Agreement~~infusion.

~~Securities~~The ~~Purchase~~interim ~~Agreement~~clinical data reported is as of a February 23, 2026, data cutoff date. SGT-003 has been generally well tolerated in the 40 participants dosed as of March 11, 2026. The safety and tolerability profile observed in the INSPIRE DUCHENNE trial continued to be promising; SGT-003 is administered using a low-burden, steroid-only prophylactic immunomodulation regimen. The clinical trial is being conducted at 15 clinical sites across the United States, Canada, Italy and the United Kingdom and participant dosing remains ongoing.

OnMicrodystrophin ~~March 6,~~transduction ~~2026~~and expression levels, ~~Solid~~beta-sarcoglycan ~~Biosciences~~localization ~~Inc.,~~and aneuronal ~~Delaware~~nitric ~~corporation~~oxide ~~(the~~synthase (“~~Company~~nNOS”), ~~entered~~activity ~~into~~were aevaluated ~~securities~~by ~~purchase~~biopsy ~~agreement~~in ~~(the~~20 ~~“Securities~~participants ~~Purchase~~(ages ~~Agreement”~~1-10 years) ~~with~~at ~~certain~~Day ~~institutional~~90 ~~accredited~~and ~~investors~~in 3 participants at Day 360 (~~the~~Table ~~“Investors”~~1 below),. ~~pursuant~~Results todemonstrated ~~which~~robust ~~the~~mean ~~Company~~vector ~~agreed~~copies toper ~~issue~~nucleus and ~~sell~~microdystrophin toexpression ~~the~~as ~~Investors~~well inas aproperly ~~private~~localized ~~placement~~and anrestored ~~aggregate~~beta-sarcoglycan-positive offibers ~~14,973,257~~and ~~shares~~nNOS activity-positive fibers. Beta-sarcoglycan and nNOS are critical components of the ~~Company’s~~dystrophin-associated ~~common~~protein ~~stock~~complex (“DAPC”). In Duchenne, ~~par~~the ~~value~~absence ~~$0.001~~of ~~per~~dystrophin ~~share~~destabilizes (the ~~“Shares”)~~DAPC, attriggering a ~~price~~cascade of ~~$5.61 per share~~structural, signaling and, tometabolic ~~investors~~defects ~~who~~that soimpair ~~choose~~muscle inintegrity. ~~lieu~~Reconstituting critical components of ~~Shares~~the DAPC, ~~pre~~including beta-~~funded~~sarcoglycan ~~warrants~~and tonNOS, ~~purchase~~could ~~27,807,482~~suggest ~~shares~~biologic correlation of ~~the~~SGT-003’s treatment effect. The Company’s ~~common~~microdystrophin ~~stock~~construct (is the ~~“Pre-Funded~~only ~~Warrants”)~~microdystrophin gene therapy, atapproved aor ~~price~~investigational, ofthat ~~$5.609~~contains ~~per~~the ~~Pre-Funded~~R16/R17 ~~Warrant~~binding ~~(the~~domain, ~~“Private~~which ~~Placement”).~~uniquely localizes nNOS to the muscle.

~~The~~Table ~~Private~~1: ~~Placement~~90- is expected to close on or about March 9, 2026, subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $240.0 million, before deducting placement agent fees and ~~offering~~360-day ~~expenses,~~biopsy ~~and~~results ~~aggregate net proceeds from the Private Placement of approximately $226.8 million, after deducting placement agent fees.~~

Leerink Partners LLC and Citigroup Global Markets Inc. acted as joint lead placement agents for the Private Placement. Cantor Fitzgerald & Co. acted as co-lead placement agent for the Private Placement. H.C. Wainwright & Co. LLC and Truist Securities Inc. acted as co-placement agents for the Private Placement.


	Day 90 (n=20 unless noted)	Day 360 (n=3)
Mean vector copies per nucleus	11	12
Mean microdystrophin expression by western blot (%)	60% (n=19)	91%
Mean microdystrophin expression by mass spectroscopy (%)	52% (n=17)	86%
Mean microdystrophin-positive fibers by immunofluorescence (%)	63%	69%
Properly localized and restored beta-sarcoglycan-positive fibers (%)	60%	69%
nNOS activity-positive fibers (%)	35%	33%
Western blot and mass spectrometry baselines were 0% mean normal dystrophin, microdystrophin-positive fibers by immunofluorescence was based on a manual count, as are beta-sarcoglycan and nNOS-positive fibers. These assays are conducted by multiple external vendors; at the time of analysis, one western blot sample and three mass spectrometry samples had not been received.

~~The~~Additionally, the Company has ~~granted~~identified ~~the~~an ~~Investors~~extensive ~~indemnification~~biomarker ~~rights~~panel ~~with~~to ~~respect~~comprehensively toevaluate ~~its~~treatment ~~representations~~effect on muscle integrity. Collectively, ~~warranties~~these observed biomarker improvements at Day 90 and Day 360 suggest improved muscle fiber health and stability, ~~covenants~~reduced ongoing muscle damage, and ~~agreements~~an ~~under~~interruption of the ~~Securities~~chronic ~~Purchase~~degeneration/regeneration ~~Agreement.~~cycle that is characteristic of Duchenne.

~~The~~In ~~Private~~particular, ~~Placement~~embryonic ~~includes~~myosin ~~new~~heavy ~~and~~chain ~~existing~~(“eMHC”) ~~investors,~~is ~~including~~an ~~Perceptive~~informative ~~Advisors,~~predictor ~~Bain~~of ~~Capital~~disease ~~Life~~progression. ~~Sciences,~~eMHC RAis ~~Capital~~typically ~~Management,~~expressed ~~Invus,~~during ~~Vestal~~fetal ~~Point~~development ~~Capital~~but is also expressed when muscle satellite cells differentiate into muscle fibers, ~~Janus~~which ~~Henderson~~in ~~Investors~~Duchenne occurs in response to muscle fiber damage. In the absence of functional dystrophin, ~~and~~newly ~~Deep~~generated ~~Track~~muscle ~~Capital~~fibers also fail, ~~among~~leading ~~others~~to continued but ultimately futile satellite cell activation. ~~Each~~A ~~Investor~~mean ~~has~~44% ~~agreed~~observed reduction in eMHC-positive fibers seen at Day 90 (n=20) suggests that itSGT-003 ~~will~~treatment ~~not~~has ~~trade~~potentially indisrupted ~~the~~this ~~Company’s~~chronic ~~securities~~and ~~until~~futile ~~after~~degeneration-regeneration ~~March 11~~cycle, ~~2026.~~stabilizing muscle fibers and preserving the reservoir of satellite cells.

~~Pre-Funded~~Table ~~Warrants~~2: Improvements in multiple biomarkers of muscle integrity observed at Day 90 and Day 360

Each Pre-Funded Warrant to be issued in the Private Placement will have an exercise price of $0.001 per share, will be exercisable immediately and will be exercisable until the Pre-Funded Warrant is exercised in full.


Serum Biomarkers	Day 90 Mean Reductions (n=24 unless noted)	Day 360 Mean Reductions (n=7 unless noted)
Serum creatine kinase (“CK”)	38%	37%
Serum alanine transaminase (“ALT”)	43%	27%
Serum aspartate aminotransferase (“AST”)	30%	32%
Serum lactate dehydrogenase (“LDH”)	46% (n=21)	38% (n=6)
Serum titin	22% (n=11)	25% (n=2)
Certain data from a subset of participants were not available at the time of analysis.

~~Under~~While ~~the~~cardiac ~~terms~~assessments ofwere ~~the~~initially ~~Pre-Funded~~included ~~Warrants,~~as ~~the~~safety ~~Company may not effect the exercise of any such warrant~~evaluations, ~~and a holder will not be entitled~~ stabilization-to-improvement ~~exercise~~in ~~any~~systolic ~~portion~~function ofcontinues ~~any such warrant, if, upon giving effect~~ to ~~such~~be ~~exercise,~~observed ~~the~~as ~~aggregate number~~ of ~~shares of common stock beneficially owned by~~ the ~~holder~~data ~~(together~~cutoff ~~with its affiliates~~date, ~~any other persons acting~~ as ameasured ~~group~~by ~~together~~left ~~with~~ventricular ~~the~~ejection ~~holder~~fraction or(“LVEF”). ~~any~~Observed ofimprovements ~~the~~were ~~holder’s~~driven ~~affiliates,~~largely ~~and~~by ~~any~~participants ~~other persons whose beneficial ownership of common stock would or could be aggregated~~ with ~~the~~low-normal ~~holder’s~~baseline ~~for~~LVEF ~~purposes of Section 13~~(d)defined ~~or Section 16 of the Securities Exchange Act of 1934,~~ as ~~amended~~≤ ~~(the “Exchange Act”~~60%)~~) would exceed 4~~.~~99%~~ orCardiomyopathy ~~9.99%,~~is asa ~~elected~~leading bycause ~~the holder,~~ of ~~the~~death ~~number~~in ~~of shares of common stock outstanding immediately after giving effect to the exercise~~Duchenne, aswith ~~such~~25% ~~percentage~~of ~~ownership~~individuals isdisplaying ~~determined~~evidence inof ~~accordance~~cardiomyopathy ~~with~~by ~~the~~six ~~terms~~years of ~~such warrant~~age, ~~which~~increasing ~~percentage may be increased or decreased at the holder’s election upon 61 days’ notice~~ to ~~the~~59% ~~Company~~by ~~subject~~10 toyears ~~the terms~~ of ~~such warrants, provided that such percentage may in no event exceed 19~~age.~~99%.~~

~~Registration~~Regulatory ~~Rights Agreement~~ Status

~~Also~~As announced on ~~March 6~~February 9, 2026, the Company ~~entered~~has ~~into~~reached aalignment ~~registration~~with ~~rights~~the ~~agreement~~U.S. ~~(the~~Food ~~“Registration~~and ~~Rights~~Drug ~~Agreement~~Administration (“FDA”) ~~with~~on the ~~Investors,~~overall ~~pursuant~~study todesign ~~which the Company agreed to register~~ for ~~resale~~ the ~~Shares and the shares of the~~ Company’s ~~common~~randomized, ~~stock~~double-blind, ~~issuable~~placebo-controlled ~~upon~~Phase ~~exercise~~3 ofclinical ~~the~~trial ~~Pre-Funded~~of ~~Warrants (the “Pre~~SGT-~~Funded~~003, ~~Warrant~~IMPACT ~~Shares”~~DUCHENNE. ~~and,~~The ~~together~~FDA ~~with~~agreed that the ~~Shares,~~trial ~~the~~design ~~“Registrable~~was ~~Securities”).~~reasonable ~~Under~~including: the ~~Registration~~patient ~~Rights~~population ~~Agreement,~~of ~~the~~ambulant ~~Company~~participants ~~has~~7 ~~agreed~~ to ~~file~~<12 ayears ~~registration~~of ~~statement~~age, ~~covering~~ the ~~resale~~primary byendpoint ~~the Investors~~ of ~~their~~change ~~Registrable~~from ~~Securities~~baseline noin ~~later~~Time ~~than~~to 30Rise ~~days following the closing of the Private Placement~~ (~~the~~ “~~Filing Date~~TTR”). ~~The~~velocity ~~Company~~from ~~has~~supine ~~agreed~~position toevaluated ~~use~~at ~~reasonable~~18 ~~best~~months ~~efforts~~and toother ~~cause~~key ~~such~~secondary ~~registration~~endpoints. ~~statement~~Participant toscreening beis ~~declared~~underway ~~effective as soon as reasonably practicable~~ and tothe ~~keep~~Company ~~such~~anticipates ~~registration~~dosing ~~statement effective until~~ the ~~date~~first ~~that~~participant ~~all~~in ~~Registrable~~the ~~Securities~~IMPACT ~~covered~~DUCHENNE bytrial ~~such~~in ~~registration~~the ~~statement~~first ~~have~~quarter ~~been~~of ~~sold or can be sold without restriction pursuant to Rule 144~~ 2026.

~~and~~The ~~without~~Company ~~the~~plans ~~requirement~~ to behave inadditional ~~compliance~~meetings with ~~Rule~~the ~~144(c)(1)~~FDA ~~(or~~in ~~any successor thereof) promulgated under~~ the ~~Securities~~first ~~Act~~half of ~~1933,~~2026 asto ~~amended~~receive ~~(the~~guidance ~~“Securities~~on ~~Act”).~~a ~~The~~potential ~~Company~~accelerated ~~has~~approval ~~agreed~~pathway ~~to be responsible~~ for ~~all~~SGT-003 ~~fees~~ and ~~expenses~~expects ~~incurred~~to inprovide ~~connection~~additional ~~with~~regulatory ~~the~~and ~~registration~~clinical ofupdates ~~the Registrable Securities~~mid-2026.

InCautionary ~~the~~Note ~~event~~Regarding (i) the registration statement has not been filed by the Filing Date, (ii) the registration statement is not declared effective prior to the earlier of (a) five business days after the date on which the Company is notified by the Securities and Exchange Commission (the “SEC”) that the registration statement will not be reviewed by the SEC staff or is not subject to further comment by the SEC staff or (b) the 75th day after the Filing Date, or (iii) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration statement for any reason, subject to certain limited exceptions, then the Company has agreed to make pro rata payments to each Investor then holding Registrable Securities as liquidated damages and not as a penalty in an amount equal to one percent (1.0%) of the aggregate amount invested by such Investor for the Registrable Securities per 30Forward-~~day~~Looking ~~period~~Statements ~~or pro rata for any portion thereof for each such month during which such event continues, subject to certain caps set forth in the Registration Rights Agreement.~~

~~The~~This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future expectations, plans and prospects for the Company; ~~has~~the ~~granted~~ability to successfully achieve and execute on the ~~Investors~~Company’s ~~customary~~goals, ~~indemnification~~priorities and key milestones; strategies and expectations for the Company’s SGT-003, SGT-212, SGT-501 and SGT-601 programs; expectations for planned enrollment, dosing, planned regulatory interactions and the potential approval pathways for the Company’s clinical trials and product candidates; and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” “working” and similar expressions. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company’s ability to advance SGT-003, SGT-212, SGT-501, SGT-601 and other preclinical programs, capsid libraries and other enabling technologies on the timelines expected or at all; obtain and maintain necessary approvals from the FDA and other regulatory authorities; replicate in clinical trials positive results found in preclinical studies and early-stage clinical trials of the company’s product candidates; manufacture sufficient quantities of the Company’s drug product in a timely manner and maintain adequate supply to support the Company’s clinical development and potential commercialization; obtain, maintain or protect intellectual property rights related to its product candidates; replicate preliminary or interim data from clinicals trials in ~~connection~~the final data of such trials; compete successfully with other companies that are seeking to develop Duchenne, FA, CPVT and other neuromuscular and cardiac treatments and gene therapies; manage expenses; and raise the ~~registration~~substantial ~~statement~~additional capital needed, on the timeline necessary, to continue development of SGT-003, SGT-212, SGT-501, SGT-601 and other candidates; achieve its other business objectives and continue as a going concern. ~~The~~For ~~Investors~~a ~~have~~discussion ~~also~~of ~~granted~~other risks and uncertainties, and other important factors, any of which could cause the Company’s ~~customary~~actual ~~indemnification~~results ~~rights~~to differ from those contained in ~~connection~~the forward-looking statements, see the “Risk Factors” section, as well as discussions of potential risks, uncertainties and other important factors, in the Company’s most recent filings with the ~~registration~~SEC. ~~statement~~In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.

The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement, Pre-Funded Warrant and Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated by reference herein. SIGNATURES

~~The~~Pursuant ~~representations,~~to ~~warranties~~the ~~and~~requirements ~~covenants~~of ~~contained in~~ the Securities ~~Purchase~~Exchange ~~Agreement~~Act ~~and the Registration Rights Agreement were made solely for the benefit~~ of ~~the parties thereto and the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly~~1934, the ~~Securities~~registrant ~~Purchase~~has ~~Agreement~~duly ~~and~~caused ~~the~~this ~~Registration~~report ~~Rights Agreement are incorporated herein by reference only~~ to ~~provide~~be ~~investors~~signed ~~with~~on ~~information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or~~ its ~~business,~~behalf ~~and~~by ~~should be read in conjunction with~~ the ~~disclosures~~undersigned inhereunto ~~the~~duly ~~Company’s periodic reports and other filings with the SEC~~authorized.

Item 2.02 Results of Operations and Financial Condition.


			SOLID BIOSCIENCES INC.

Date:	March 11, 2026	By:	/s/ Alexander Cumbo
		Name Title	Alexander Cumbo Chief Executive Officer

Although the Company has not finalized its full financial results for the fourth quarter and fiscal year ended December 31, 2025, the Company expects to report cash, cash equivalents and available-for-sale securities of approximately $187.9 million as of December 31, 2025.

The estimated cash, cash equivalents and available-for-sale securities figure is preliminary and unaudited, represents management’s estimate as of the date of this report, is subject to completion of the Company’s financial closing procedures for the fourth quarter and fiscal year ended December 31, 2025, and does not present all necessary information for a complete understanding of the Company’s financial condition as of December 31, 2025, or the Company’s results of operations for the year ended December 31, 2025. The actual financial results may differ materially from the preliminary estimated financial information.

The information provided under Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Shares and the Pre-Funded Warrants will be exempt from registration under Section 4(a)(2) of the Securities Act. The

Shares and Pre-Funded Warrants have not been registered under the Securities Act or any state securities laws, and the Shares and Pre-Funded Warrants 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 will not involve a public offering and will be made without general solicitation or general advertising. The Investors represented that they are institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and that they are acquiring the Shares and Pre-Funded Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares and Pre-Funded Warrants in violation of the United States federal securities laws.

Item 8.01 Other Events.

Based upon the Company’s current operating plan, the Company estimates that the net proceeds from the Private Placement, together with the Company’s existing cash, cash equivalents and available-for-sale securities, will enable the Company to fund its operating expenses and capital expenditure requirements into the first half of 2028. The Company expects to use the net proceeds from the Private Placement, together with its existing cash, cash equivalents and available-for-sale securities, to fund ongoing pipeline development programs, business development activities, and the remainder for general and administrative expenses and other general corporate purposes. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects, in which case it would need to obtain additional funding, which may not be available to the Company on acceptable terms, or at all. The Company does not expect that its existing cash, cash equivalents and available-for-sale securities and net proceeds from this Private Placement alone will be sufficient to enable the Company to fund the completion of the development of any of its product candidates.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated closing of the Private Placement; the anticipated proceeds from the Private Placement; the filing of a registration statement to register the resale of the Shares and Pre-Funded Warrant Shares to be issued and sold in the Private Placement; the Company’s preliminary and unaudited estimated cash, cash equivalents and available-for-sale securities as of December 31, 2025; the Company’s anticipated cash runway; and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” “working” and similar expressions. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: market and other financial conditions and the impact of general economic, industry or political conditions in the United States or internationally; whether the conditions for the closing of the Private Placement will be satisfied; and uncertainties as to the Company’s preliminary and unaudited estimated cash, cash equivalents and available-for-sale securities as of December 31, 2025, which are estimates based on preliminary and unaudited information, subject to the completion of the Company’s financial closing procedures. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the “Risk Factors” section, as well as discussions of potential risks, uncertainties and other important factors, in the Company’s most recent filings with the SEC. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.

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, dated March 6, 2026, by and among the Company and the other parties thereto.
10.2		Form of Registration Rights Agreement, dated March 6, 2026, by and among the Company and the other parties thereto.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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.

Filing Compare · Solid Biosciences Inc.