Climb Bio, Inc. 8-K

What Happened
Climb Bio, Inc. filed an 8-K reporting that on April 27, 2026 it entered into a Securities Purchase Agreement for a private placement expected to close on or about April 29, 2026. The company agreed to sell 9,481,000 shares of common stock at $9.50 per share and, in lieu of some shares, pre‑funded warrants to purchase 2,106,000 shares at $9.4999 each, for aggregate gross proceeds of approximately $110.0 million (before placement agent fees and expenses). Lead placement agents include Leerink Partners LLC and Piper Sandler; additional placement agents are Raymond James, BTIG, Robert W. Baird and H.C. Wainwright.

Key Details

• Agreement date: April 27, 2026; anticipated close: on or about April 29, 2026.
• Securities: 9,481,000 common shares at $9.50/share; 2,106,000 pre-funded warrants at $9.4999 each.
• Expected proceeds: ~ $110.0 million in gross proceeds, before fees and expenses.
• Pre‑funded warrants: $0.0001 exercise price, immediately exercisable, subject to ownership caps (holder-elected 4.99% or 9.99%; RA Capital 33.0% cap); cap may be changed (up to 19.99% or 33.0% for RA Capital) with 61 days’ notice.
• Registration rights: company must file a resale registration statement no later than 45 days after closing and use best efforts to get it effective; company pays registration costs and may owe liquidated damages if registration deadlines aren’t met.
• Governance note: shares issued to RA Capital are subject to a December 11, 2025 Exchange Agreement that limits RA Capital’s voting behavior for holdings over 33% (they will vote proportionally with other stockholders).

Why It Matters
This private placement materially increases Climb Bio’s cash resources and, per the company, combined with existing cash and marketable securities should support progress “towards late‑stage development.” For investors, the raise reduces near‑term financing risk but dilutes existing shareholders and includes resale registration mechanics that affect when and how investors can sell the new shares. The filing also contains standard forward‑looking disclaimers about timing, regulatory approvals and other risks that could affect planned use of proceeds and development timelines.