Enliven Therapeutics, Inc. 8-K

What Happened

• On June 11, 2026 Enliven Therapeutics, Inc. entered an underwriting agreement with Jefferies, Goldman Sachs, Morgan Stanley and Barclays as representatives to sell shares in a public offering. The deal consists of 8,933,334 shares of common stock at $37.50 per share and, in lieu of some shares, 1,733,333 pre-funded warrants at $37.499 each. The company granted the underwriters a 30‑day option to purchase up to an additional 1,600,000 shares.
• The offering is expected to close on June 15, 2026, subject to customary conditions. Net proceeds to the company are estimated at approximately $376.0 million, or about $432.4 million if the underwriters fully exercise their option to buy additional shares.

Key Details

• Shares offered: 8,933,334 common shares at $37.50 per share.
• Pre-funded warrants: 1,733,333 warrants priced at $37.499 each; each warrant has a $0.001 exercise price, is exercisable immediately and does not expire.
• Underwriter option: 30 days to purchase up to 1,600,000 additional shares.
• Estimated net proceeds: ~$376.0M (or ~$432.4M if option exercised). Offering expected to close June 15, 2026.
• Ownership limits: exercise of pre-funded warrants is subject to beneficial ownership caps (default 4.99%, or 9.99% if elected before issuance; can be changed up to 19.99% with notice).

Why It Matters

• This offering will provide Enliven with a substantial cash infusion that can fund ongoing operations, development programs and general corporate purposes. The exact use of proceeds will depend on company decisions and timing.
• The sale increases the company’s outstanding shares and may dilute existing shareholders; additional dilution could occur if the underwriters exercise their option or if warrants are exercised. The pre-funded warrants include ownership caps to limit immediate concentration by any single holder.
• The deal is being conducted under the company’s effective Form S-3 registration and includes customary underwriting representations, indemnities and closing conditions noted in the 8‑K.