Atrium Therapeutics: enters securities purchase agreement for $50,000,000

What happened

• Atrium Therapeutics, Inc. "entered into" a securities purchase agreement on Oct 7, 2026 to sell 5,170,384 shares of common stock and pre-funded warrants to purchase up to 1,134,930 shares to accredited PIPE investors. The Shares were priced at $7.93 per Share and the Pre-Funded Warrants were priced at $7.929 per Pre-Funded Warrant. The company expects aggregate gross proceeds of approximately $50,000,000 and expects the closing on or about Oct 9, 2026. Leerink Partners LLC acted as lead placement agent; Cantor Fitzgerald & Co., Barclays Capital Inc. and Wells Fargo Securities, LLC acted as placement agents.

Key details

• Pre-Funded Warrants exercisable at any time after issuance; exercise price is $0.001 per Warrant Share; holder may not exercise to beneficially own more than 9.99% (or, at holder election, 4.99%) of outstanding shares immediately after exercise; holder may change the ownership limit to any percentage up to 19.99% with at least 61 days' prior notice.
• The company entered into a registration rights agreement requiring it to file a registration statement covering resale of the Shares and Warrant Shares within 50 days of the Closing Date and to use reasonable best efforts to have it declared effective.
• On Oct 8, 2026 the company "issued" a press release announcing the Offering and stated it intends to use net proceeds, together with existing cash, to fund development of its two lead product candidates, other research programs, working capital and general corporate purposes; the company estimates cash resources will be sufficient to fund operations through 2028. Following the Offering, the company will have 22,276,027 shares of common stock outstanding.

Why it may matter

• Item 1.01 reports entry into a material definitive agreement (the Securities Purchase Agreement and related Registration Rights Agreement) covering the sale of common stock and pre-funded warrants to PIPE investors. Item 3.02 reports the unregistered sale of those securities. Item 8.01 reports a related press release and intended use of proceeds. The filing does not show why the company acted.