REGENXBIO Inc. Prices $107.8M Public Offering of Stock and Warrants

What Happened

• REGENXBIO Inc. announced on July 16–17, 2026 that it entered into an underwriting agreement with Morgan Stanley, J.P. Morgan, Leerink and Mizuho to sell common stock and pre-funded warrants. The offering priced at $9.00 per public share. The company sold 10,003,889 firm shares and issued pre-funded warrants to purchase 1,111,111 shares (each pre-funded warrant priced at $8.9999). The underwriters’ 30‑day option for 1,667,250 additional shares was exercised in full on July 17, 2026, bringing the total shares sold to 11,671,139. Net proceeds are expected to be approximately $107.8 million, after underwriting discounts, commissions and estimated offering expenses. The offering is expected to close on July 20, 2026.

Key Details

• Underwriting agreement dated July 16, 2026 with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Leerink Partners LLC and Mizuho Securities USA LLC.
• Firm shares sold: 10,003,889 at $9.00 per share; Optional shares: 1,667,250 (exercised July 17, 2026) — total shares sold: 11,671,139.
• Pre-funded warrants issued: 1,111,111, priced at $8.9999 each; exercise price for each warrant is $0.0001 per share, exercisable at any time and do not expire.
• Expected net proceeds: ~ $107.8 million (after fees and expenses). Offering made under REGENXBIO’s effective Form S-3 shelf registration.

Why It Matters

• Cash and runway: The offering provides REGENXBIO with roughly $108M in net proceeds, strengthening liquidity and funding for operations, programs or corporate needs.
• Dilution: Issuance of ~11.67M shares plus 1.11M pre-funded warrants (exercisable into the same number of shares) increases the potential number of outstanding shares and can dilute existing shareholders’ ownership and voting power if warrants are exercised.
• Terms to note for investors: Pre-funded warrants carry no voting rights until exercised, have a nominal exercise price ($0.0001), and do not expire, meaning they could be converted into shares at any time in the future.
• Market context: The offering price ($9.00) and underwriting by major banks set a public reference for the company’s equity value and may affect near-term trading liquidity and supply.

Exhibits filed with the 8-K include the underwriting agreement, form of pre-funded warrant, legal opinion, consent, and the company press release announcing the pricing.