UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~January 208, ~~2025~~2026

Lomond Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-56377		87-2959575
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 The Green Ste 8490

Dover, Delaware

19901

(Address of principal executive offices)

(Zip Code)

(212) 739-6400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~June~~January 208, ~~2025~~2026, Lomond Therapeutics Holdings, Inc. (the “Company”) ~~issued~~entered into a ~~press~~Series ~~release~~A ~~the~~Preferred Unit Purchase Agreement (the “~~Press Release~~Purchase Agreement”) ~~announcing~~and ~~receipt~~related ofAmended ~~clearance from the U.S. Food~~ and ~~Drug~~Restated ~~Administration~~Limited ofLiability ~~the~~ Company’s ~~Investigational~~Agreement ~~New~~(the ~~Drug~~“A&R ~~(IND~~LLC Agreement”) ~~application~~as ~~for~~an investor ~~Lonitoclax~~in ~~focusing~~Idwal onTherapeutics, ~~acute myeloid~~LLC ~~leukemia~~ (~~AML~~“Idwal”). AIdwal ~~copy~~was offormed ~~the~~by ~~Press~~contribution ~~Release~~of iscertain ~~furnished as Exhibit 99.~~MALT-1 toprogram ~~this~~assets ~~Current~~by ~~Report~~Tegid Therapeutics, onInc. ~~Form 8-K~~ (~~this~~ “~~Current Report~~Tegid”) and isa ~~incorporated~~corresponding investment by ~~reference~~a ~~into~~group ~~this~~of ~~Item~~private 7investors, including the Company.~~01.~~

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~Purchase ~~under~~Agreement, ~~Item~~the ~~7.01~~Company ofagreed ~~this~~to ~~Current~~initially ~~Report~~purchase 3,103,448 ~~including~~Series ~~Exhibit 99.1~~A ~~attached~~Preferred ~~hereto,~~Units isof ~~being~~Idwal ~~furnished~~at ~~and~~a ~~shall~~price ~~not~~of be$2.90 ~~deemed~~per ~~“filed”~~ unit for ~~purposes~~an ofaggregate purchase ~~Section 18~~price of ~~the~~approximately ~~Securities~~$9.0 ~~Exchange~~million. ~~Act~~In ~~of 1934~~addition, ~~as amended (~~the ~~“Exchange~~Company ~~Act”),~~has oran ~~otherwise~~option ~~subject~~ to ~~the~~invest ~~liabilities~~an ofadditional ~~such~~approximately ~~section~~$2.0 ~~The~~million on ~~information~~the insame ~~Item 7~~terms.01 ofA ~~this~~total ~~Current~~of ~~Report~~16, ~~including Exhibit 99.1~~206,893 ~~shall~~Series ~~not~~A bePreferred ~~incorporated by~~Units ~~reference~~were ~~into~~sold ~~any~~for ~~filing~~gross ~~under~~proceeds ~~the~~(cash ~~Securities~~and ~~Act~~contributed ofassets) ~~1933, as amended, or the Exchange Act, regardless~~ of ~~any incorporation by reference~~approximately ~~language in any such filing~~$46, ~~except as expressly set forth by specific reference in such a filing~~999,989.20. ~~This~~The ~~Current~~closing ~~Report~~occurred ~~will~~on ~~not~~January be8, ~~deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD~~2026.

~~Forward-Looking~~In connection with the ~~Statements~~closing, the investors, including the Company, executed the A&R LLC Agreement which, among other things, authorizes 18,064,512 Common Units and 16,896,548 Series A Preferred Units and provides for the rights, preferences, privileges, and restrictions of the Series A Preferred Units and related governance matters.

~~This~~The ~~Current~~initial ~~Report,~~managers ~~including~~of ~~Exhibit~~Idwal ~~99.1~~are ~~attached~~Iain ~~hereto~~Dukes, ~~contains~~Nikolay ~~certain~~Savchuk, ~~forward-looking~~Carl ~~statements~~Gordon ~~that involve substantial risks~~ and ~~uncertainties. Forward-looking~~Eddie ~~statements~~Wang ~~may~~Rodriguez ~~include,~~which ~~but~~ are ~~not~~each ~~limited~~of ~~to,~~the ~~statements~~members ~~related~~of to the ~~Company’s~~board ~~future~~of ~~operational plans and~~directors ~~use~~ of ~~proceeds, as well as statements, other than historical facts, that address activities, events or developments that~~ the Company ~~intends,~~. ~~expects,~~In ~~projects~~addition, ~~believes or anticipates will or may occur in the future~~Dr. ~~When~~Dukes ~~used~~serves ~~herein,~~as the ~~terms~~sole ~~“anticipates,” “expects,”~~officer ~~“estimates,”~~of ~~“believes,”~~Idwal ~~“will”~~ and ~~similar~~is ~~expressions,~~the asChief ~~they~~Executive ~~relate~~Officer ~~to us~~and orChairman ~~our~~of ~~management,~~the ~~are intended to identify such forward-looking statements~~Company.

~~Forward-looking~~The ~~statements in~~foregoing ~~this Current Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with~~summary ~~the Securities and Exchange Commission (the “SEC”), reports to the stockholders~~ of the ~~Company~~Purchase Agreement and ~~other~~A&R ~~publicly~~LLC ~~available statements~~Agreement ~~issued~~do ornot ~~released~~purport byto usbe ~~involve~~complete ~~known~~ and ~~unknown~~are ~~risks~~subject to, ~~uncertainties~~ and ~~other~~qualified ~~factors~~in ~~which~~their ~~could cause our actual results,~~entirety ~~performance~~by, ~~(financial or operating) or achievements to differ from~~ the ~~future~~full ~~results,~~text ~~performance~~of ~~(financial~~such ordocuments ~~operating)~~attached oras ~~achievements expressed~~Exhibits ~~or implied by such forward-looking statements~~10.1 ~~Such future results are based upon management’s best estimates based upon current conditions~~ and ~~the most recent results of operations~~10.2 ~~These risks include, but are not limited~~ to, ~~the~~this ~~risks~~Current ~~set~~Report ~~forth~~on ~~herein and~~Form in8-K ~~other~~(this ~~documents filed with the SEC~~“Report”), ~~each of~~ which ~~could~~are ~~adversely~~incorporated ~~affect~~herein ~~the~~by ~~Company’s business and the accuracy of the forward-looking statements contained herein~~reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 20, 2025.
10.1*		Amended and Restated Limited Liability Company Agreement of Idwal Therapeutics, LLC, January 8, 2026, by and between Idwal Therapeutics and the members thereof.
10.2*		Form of Series A Preferred Unit Purchase Agreement, dated January 8, 2026, by and between Idwal Therapeutics, LLC and the Purchasers thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LOMOND THERAPEUTICS HOLDINGS, INC.
Date: June 20, 2025	By:	/s/ Iain Dukes
Date: January 13, 2026	By:	/s/ Iain Dukes
		Iain Dukes
		Chief Executive Officer and Chairman

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