UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwritten Offering
eXoZymes Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of June 5, 2026, with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant to which the Company issued and sold, in a firm commitment underwritten offering (the “Offering”), an aggregate of 592,270 shares of common stock (the “Shares”), $0.000001 par value per share (the “Common Stock”), of the Company and warrants to purchase up to an additional 296,135 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold as a unit of two shares and one Warrant, immediately separable and deliverable. The offering price of the unit was $18.00. The Warrants were issued pursuant to a Warrant Agent Agreement (“Warrant Agent Agreement”) between the Company and VStock Transfer, LLC, as warrant agent, dated June 5, 2026. The Offering closed on June 9, 2025.
The Company granted a 45-day option to MDB to purchase up to 88,840 additional shares of common stock and 44,420 additional Warrants to cover over-allotments, exercisable as a unit of two shares of common stock and one Warrant, representing up to 15% of the units sold in the Offering. One June 17, 2026, MDB exercised a portion of the over-allotment option purchasing 34,440 units, consisting of 68,880 shares of Common Stock and 34,440 Warrants (the “Over-Allotment Units”).
Inclusive of the proceeds from sale of the Over-Allotment Units, the Company received gross proceeds from the Offering of approximately $5.95 million, before deducting underwriting discounts and commissions and estimated expenses payable by the Company.
The Company plans to use the net proceeds from the Offering to support development and commercialization activities related to N-trans-caffeoyltyramine (“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and other general corporate purposes.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781), which was declared effective on January 23, 2026, and a related base prospectus and final prospectus supplement thereunder filed on June 8, 2026.
The foregoing descriptions of the terms and conditions of the Underwriting Agreement and Warrant Agent Agreement do not purport to be complete and are qualified in their entirety by the full text of each of such documents, copies of which incorporated herein by reference from the Current Report on Form 8-K, filed by the Company on June 8, 2026.
| Item 7.01 | Regulation FD Disclosure |
On June 17, 2026, the Company issued a press release announcing the closing of the Offering and exercise of the over-allotment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01 shall be considered “furnished” and not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibits | Description of Exhibit | |
| 5.1 ** | Opinion of Spencer Fane LLP, dated June 5, 2026 (relating to the Shares) | |
| 10.1 ** | Underwriting Agreement between the Registrant and MDB Capital, dated June 5, 2026 | |
| 10.2 ** | Warrant Agent Agreement between the Registrant and VStock Transfer, LLC dated June 5, 2026 | |
| 10.3 ** | Underwriter’s Warrant Agreement, dated June 9, 2026 | |
| 23.1 ** | Consent of Spencer Fane LLP (contained in Exhibit 5.1) | |
| 99.1 * | Press Release, dated June 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
| * | Filed herewith |
| ** | Incorporated by reference to the Exhibits 5.1, 10.1, 10.2, 10.3 and 23.1, respectively, filed with the Current Report of the Registrant filed on June 8, 2026. |
SIGNATURES
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.
| Date: June 17, 2026 | EXOZYMES INC. | |
| By | /s/ Fouad Nawaz | |
| Fouad Nawaz, | ||
| Vice President, Finance | ||
Exhibit 99.1
eXoZymes Inc. Announces Closing of $6 Million Public Offering
Los Angeles, CA — June 17, 2026 — eXoZymes Inc. (NASDAQ: EXOZ) (“eXoZymes” or “Company”), a pioneer of AI-enhanced enzymes that transform abundant feedstock into valuable nutraceuticals and novel medicines, today announced the closing of its previously announced underwritten public offering of common stock and warrants.
The offering consisted of 330,575 units, including 34,440 units sold in partial exercise of over-allotment option, each unit consisting of two shares of common stock and one warrant to purchase one additional share of common stock. The public offering price per share was $8.99 and per warrant was $0.02 resulting in gross proceeds of approximately $5.95 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The warrants become exercisable one year from the date of issuance at an exercise price of $11.24 per share and expire on the five-year anniversary of the issuance date. The warrants are not listed on any national securities exchange or other trading market and may be redeemed by the Company upon occurrence of certain conditions. The warrant exercise price may be reset to $0.001 in the event the Company sells in a public or private offering before June 5, 2027, additional shares of common stock, or securities convertible into common stock, at a per share price (or equivalent) of less than $8.99.
The Company intends to use net proceeds from the offering to support development and commercialization activities related to N-trans-caffeoyltyramine (“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and other general corporate purposes.
MDB Capital acted as sole book-running manager for the offering. The securities described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-292781), which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on January 23, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the SEC on June 8, 2026 and are available on the SEC’s website at www.sec.gov.
About eXoZymes
Founded in 2019, the company has developed a biomanufacturing platform that - as a historic first - offers the tools and insights to design, engineer, control and optimize nature’s own natural processes to produce highly valuable natural products, via a commercially scalable, sustainable, and abundant alternative: exozymes.
Exozymes are advanced enzymes enhanced through bioengineering and AI to thrive in a bioreactor without using living cells. Exozymes can replace toxic petrochemical processes and inefficient biochemical extraction with sustainable and scalable biosolutions that transform abundant feedstock into valuable nutraceuticals and novel medicines.
By freeing enzyme-driven chemical reactions from cellular constraints, exozyme biosolutions remove the scaling bottleneck that has impeded synthetic biology’s commercial success, paving the way for exozymes to lead the next generation of biomanufacturing innovation. eXoZymes Inc. introduced “exozymes” as an open scientific concept rather than as a trademark. By offering this new nomenclature for wide industry adoption, the company aims to pioneer this next generation of cell-free biomanufacturing and establish itself as the market leader. Learn more at exozymes.com.
eXoZymes Safe Harbor
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,” “potential,” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Actual results could differ materially for a variety of reasons. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of eXoZymes’ quarterly reports on Form 10-Q, annual reports on Form 10-K, and other documents filed by eXoZymes from time to time by the company with the Securities and Exchange Commission. These filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that was filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and eXoZymes assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. eXoZymes does not give any assurance that it will achieve its expectations.
eXoZymes contact
Lasse Görlitz, VP of Comms & IR
(858) 319-7135
https://www.linkedin.com/company/exozymes
https://x.com/exozymes
https://www.youtube.com/@exozymes