EXOZYMES INC. 8-K

What Happened

• eXoZymes Inc. announced it entered into a Placement Agent Agreement with Public Ventures LLC (doing business as MDB Capital) and closed a private placement on June 30, 2026. The Offering sold up to 35,555 units; each unit consisted of 2 shares of common stock and one warrant. The company received gross proceeds of $639,990 and will use net proceeds to advance its N-trans-caffeoyltyramine (NCT) business, next-in-line products, R&D, working capital and capital expenditures.

Key Details

• Units sold: 35,555 units composed of 71,110 shares of common stock and 35,555 warrants; unit price $18.00 (implied $8.99 per share and $0.02 per warrant).
• Proceeds and fees: Gross proceeds $639,990; commissions paid $44,799 and other expenses ~ $30,000 (net proceeds approximately $565,191).
• Warrant terms (investor): Warrants exercisable starting June 5, 2027 at $11.24 per share, expiring June 5, 2031; redeemable by the company if stock trades ≥ $17.98 for 20 of 30 trading days (redemption price $0.01).
• Placement agent compensation: MDB was issued a warrant to buy 10,666 shares at $11.24 (exercisable Dec 30, 2026–Jun 30, 2031).
• Anti-dilution/reset: If the company sells shares before June 5, 2027 at a price below $8.99, the investor Warrants’ exercise price can reset to $0.001 for Original Purchasers who meet holding-period conditions; specific transfer and notification rules apply.

Why It Matters

• Immediate dilution: The company issued 71,110 shares and 35,555 investor warrants (plus a 10,666-share agent warrant), creating potential future dilution if warrants are exercised.
• Financing use: The capital is earmarked to fund the company’s NCT technology programs, R&D and working capital—important for execution of product development plans.
• Risk factors for investors: The warrants carry standard exercise and redemption terms but include a reset feature that could greatly lower future exercise price (to $0.001) if the company raises equity below $8.99 before June 5, 2027, which could be materially dilutive.
• Administrative: The Offering was completed under the company’s effective Form S-3 shelf registration; legal opinion and related agreements were filed as exhibits.