Climb Bio, Inc. 8-K

What Happened Climb Bio, Inc. announced on June 12, 2026 that it entered into an Open Market Sale Agreement with Jefferies LLC to sell shares of its common stock from time to time, and filed a related prospectus supplement under its effective Form S-3 shelf. Under the agreement the company may offer and sell up to $100.0 million of common stock in “at‑the‑market” transactions (including ordinary broker transactions on Nasdaq). Jefferies will act as sales agent, using commercially reasonable efforts, and is not required to sell any specific amount.

The filing also discloses that Climb Bio terminated its prior Equity Distribution Agreement with Oppenheimer effective June 11, 2026. The Oppenheimer program (which had authorized up to $22.35 million) resulted in no sales and incurred no termination penalties.

Key Details

• Date of new agreement: June 12, 2026; prospectus supplement filed under Form S-3 (Registration Statement declared effective Nov 22, 2024).
• Size of Jefferies ATM: up to $100.0 million of common stock.
• Agent fee: Jefferies may receive up to 3.0% of the gross sales price per share sold.
• Oppenheimer ATM: terminated effective June 11, 2026; $22.35 million available remained unsold and no termination penalties were incurred.

Why It Matters This gives Climb Bio a ready mechanism to raise capital opportunistically by selling shares into the market, which can help fund operations or development programs without negotiating a single large equity deal. For investors, such programs can be dilutive if shares are sold, and the timing/amount of sales is discretionary (the company may sell none). Transaction costs include the agent fee (up to 3%). The termination of the Oppenheimer agreement simply closes the prior $22.35 million program — it does not indicate any past sales or penalties.