EXOZYMES INC. 8-K

What Happened

• eXoZymes Inc. (EXOZ) filed an 8-K on June 8, 2026 reporting it entered an Underwriting Agreement (June 5, 2026) with MDB Capital as sole underwriter for a firm-commitment offering of units consisting of two shares of common stock and one warrant. The offering is priced at $18.00 per unit and is expected to close on or about June 9, 2026 under the company’s Form S-3 shelf registration.

Key Details

• Offering size: 592,270 common shares and 292,135 warrants (units = 2 shares + 1 warrant); overallotment option for additional 88,840 shares and 44,420 warrants.
• Price and proceeds: $18.00 per unit; gross proceeds expected to be approximately $5,330,430 before commissions of $373,130 (or $6,129,990 before commissions of $429,099 if over-allotment exercised). Estimated offering expenses: $253,000.
• Warrant terms: exercisable beginning one year after the offering at $11.24 per share; expire five years after the offering. Company may redeem warrants for $0.01 if certain trading-price and registration conditions are met. No broker-protect period.
• Warrant reset: if the company sells additional equity before the first anniversary at a price below $8.99, the exercise price for qualifying original purchasers resets to $0.001 (subject to holding/transfer restrictions). Warrant agent: VStock Transfer, LLC; Lucid Capital Markets is the Qualified Independent Underwriter.

Why It Matters

• Financing and dilution: the offering will raise several million dollars to fund eXoZymes’ NCT business, product development, R&D and general corporate purposes, but will also increase outstanding shares and could dilute existing holders if warrants are exercised.
• Warrant features: the warrants provide potential future equity (and dilution) if exercised. The reset-to-$0.001 provision could dramatically lower the warrant exercise price in a qualifying down-round within a year, but only for holders who meet the specified holding requirements.
• Timing and risks: expected closing is June 9, 2026, subject to customary closing conditions. Investors should note the customary indemnities and representations in the underwriting agreement and review the prospectus/offer documents for full terms.