Rein Therapeutics, Inc. 8-K

What Happened

• Rein Therapeutics, Inc. (RNTX) announced it entered into an underwriting agreement with Konik Capital Partners, LLC (a division of T.R. Winston & Company) and closed the offering on May 4, 2026. The company sold 50,000,000 shares of common stock at $1.00 per share under a Form S‑1 declared effective April 30, 2026.
• The company expects net proceeds of approximately $46.1 million after underwriting discounts, commissions and estimated offering expenses. The underwriter has a 45‑day overallotment option to buy up to 7,500,000 additional shares.

Key Details

• Offering size: 50,000,000 shares at $1.00 per share; over‑allotment option up to 7,500,000 shares (45 days).
• Net proceeds: approximately $46.1 million expected to Rein after fees and expenses.
• Underwriter warrants: Rein issued warrants to the underwriter equal to up to 3% of the shares sold (about 1.5M warrants based on 50M sold), exercisable at $1.50 per share through April 30, 2031; FINRA treated these as compensation and they are subject to a 180‑day lock‑up.
• Bios letter agreement: On April 30, 2026, certain Bios entities agreed to defer conversion of 12,232 Series X non‑voting convertible preferred shares and to waive the company’s obligation to reserve the underlying common shares until the company increases authorized common stock. Bios agreed not to sell the preferred or underlying shares (subject to exceptions) until April 30, 2029. In return, Rein agreed to issue Bios warrants to buy 3,000,000 common shares at $1.00 per share (substantially the same terms as the underwriter’s warrant except the exercise price).

Why It Matters

• This filing shows Rein raised fresh capital (~$46.1M net) that can be used to fund operations, development programs or general corporate needs — important for a clinical‑stage biotech that may have ongoing cash burn.
• The transaction increases the company’s share count immediately (50M new shares) and creates potential additional dilution from the underwriter warrants, Bios warrants (3.0M), and any exercised over‑allotment. Investors should factor this dilution into per‑share metrics.
• The Bios agreement delays immediate conversion of certain preferred shares (deferring some dilution), but also creates future warrant dilution and establishes lock‑up periods that affect near‑term share supply.