8-K - SGHT - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): September 30, 2025

Sight Sciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40587	80-0625749
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
4040 Campbell Avenue<br><br>Suite 100
Menlo Park, California		94025
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 877 266-1144
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N/A
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(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:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SGHT	The Nasdaq Global Select Market

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 1.01 Entry into a Material Definitive Agreement.

Third Amendment to Loan and Security Agreement

On September 30, 2025 (the “Amendment Date”), Sight Sciences, Inc. (the “Company”) entered into a third amendment (the “Amendment”) to its Loan and Security Agreement (as amended, the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and certain of its affiliates (collectively with Hercules, the “Lenders”) entered into in January 2024. The Hercules Loan Agreement provides for a senior secured term loan facility in the aggregate principal amount of up to $65.0 million. The Amendment was approved by all of the Lenders.

The Amendment amends the Hercules Loan Agreement to provide for an additional six-month extension of the interest only period, to now extend to February 1, 2027.

The Hercules Loan Agreement provided for the availability of additional tranches to the Company, contingent upon the achievement of certain performance milestones. The Amendment amends the Hercules Loan Agreement to reallocate an undrawn and unavailable $10.0 million tranche by increasing from $15.0 million to $25.0 million the amount available to draw through the interest only period in minimum increments of $5.0 million, subject to the sole approval of Hercules’ investment committee, maintaining the maximum $65.0 million credit facility.

Pursuant to the Amendment, as consideration for the above amendments to the Hercules Loan Agreement, the Company paid Hercules a fee of $50,000, for the benefit of the lenders, plus certain costs and expenses.

The description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report that are not statements of historical fact, including statements about the Company’s beliefs and estimates, are forward-looking statements and should be evaluated as such. These forward-looking statements include, but are not limited to, statements regarding extension of the interest-only period under the Hercules Loan Agreement to February 1, 2027 and the availability of additional draws under the Hercules Loan Agreement during the interest-only period. Such statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “designed,” “seeks,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. The Company bases these forward-looking statements on management’s current expectations, plans and assumptions that it has made in light of its experience in the industry, as well as its perceptions of historical trends, current conditions, expected future developments and other factors management believes are appropriate under the circumstances at such time. Although management believes these forward-looking statements are based upon reasonable assumptions at the time they are made, it cannot guarantee their accuracy or completeness. Forward-looking statements are subject to and involve risks, uncertainties and assumptions that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance, or achievements predicted, assumed or implied by such forward-looking statements, including the important factors discussed under the caption “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Current Report. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Third Amendment to Loan and Security Agreement, dated September 30, 2025, by and among Sight Sciences, Inc., certain affiliates of Hercules Capital, Inc., and Hercules Capital, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			Sight Sciences, Inc.
Date:	September 30, 2025	By:	/s/ Alison Bauerlein
			Chief Financial Officer

EX-10.1

Exhibit 10.1

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 30, 2025, is entered into by and among SIGHT SCIENCES, INC., a Delaware corporation (“Company”), and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 party hereto (together with Company, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities parties to the Loan Agreement (as defined below) (each, a “Lender”, and collectively, the “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).

Borrower, Lenders and Agent are parties to that certain Loan and Security Agreement, dated as of January 22, 2024 (as amended by that certain First Amendment to Loan and Security Agreement, dated as of May 30, 2025, that certain Second Amendment to Loan and Security Agreement, dated as of June 17, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
Borrower has requested that Agent and Lenders agree to certain amendments to the Loan Agreement. Agent and Lenders have agreed to such request, subject to the terms and conditions hereof.
Definitions; Interpretation.
Terms Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
Rules of Construction. The rules of construction in Section 1.3 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
Amendments to the Loan Agreement.
Upon the occurrence of the Amendment Effective Date (as defined below), the Loan Agreement is hereby amended as follows:
New Definition. The following defined term and its definition is hereby added to Section 1.1 of the Loan Agreement in proper alphabetical order:

““Third Amendment Effective Date” means September 30, 2025.”

Amended Definitions. The following defined terms are hereby amended and restated as follows:

““Amortization Date” means February 1, 2027.”“

“Board Approved Forecast” means the Original Plan; provided that the Original Plan shall be updated from time to time by Borrower’s projections delivered to Agent in accordance with Section 7.1(i) hereof and deemed acceptable to Agent in its reasonable discretion; provided that Agent acknowledges that a forecast delivered pursuant to Section 7.1(i) shall be deemed acceptable to Agent if the projected revenues (determined in accordance with GAAP) for each monthly period therein would correspond to applicable covenant levels (based on such covenant levels being 80% of the plan pursuant to Section 7.21(b)) which would be at least [***]% higher than the prior year’s covenant levels; provided, further, that for the purposes of Section 7.21(b), with respect to each calendar month ending during 2026, the amount set forth for such calendar month end on Schedule 7.21 hereto shall be deemed to constitute 80% of the T6M Revenue for such calendar month end.”

““Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount set forth under the heading “Tranche 1 Commitment” or “Tranche 3 Commitment”, as the case may be, opposite such Lender’s name on Schedule 1.1.”

““Term Loan Advance” means each Tranche 1(a) Advance, Tranche 1(b) Advance, Tranche 3 Advance, and any other funds advanced under Section 2.2(a).”

““Tranche” means the Tranche 1(a) Advance, Tranche 1(b) Advance and/or the Tranche 3 Advance, as applicable.”

The following defined terms are hereby deleted in Section 1.1 of the Loan Agreement: Interest Only Extension Conditions, Performance Milestone II, Tranche 2 Availability Period and Tranche 2 Commitment.
Section 1.2 of the Loan Agreement is hereby amended and restated to delete the following row from the table thereof:

Defined Term	Section
Tranche 2 Advance	2.2(a)

Section 2.2 (Term Loan Advances). Section 2.2(a) of the Loan Agreement is hereby amended by amending and restating each of clause (iii) and clause (iv) thereof in its entirety as follows:

“(iii) [Reserved]”

“(iv) Tranche 3. Subject to the terms and conditions of this Agreement, Borrower may request, and the Lenders shall severally (and not jointly) make, in each case, beginning on the Closing Date and continuing through the last Business Day prior to the Amortization Date, and conditioned on approval by Lenders’ investment committee in is sole and unfettered discretion, one or more additional Term Loan

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Advances in minimum increments of Five Million Dollars ($5,000,000) (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(iv)) in an aggregate principal amount up to Twenty-Five Million Dollars ($25,000,000) (such Term Loan Advances, the “Tranche 3 Advances”).”

Section 9.3 (Material Adverse Effect). Section 9.3 of the Loan Agreement is hereby amended and restated as follows:

“9.3 Material Adverse Effect. A Material Adverse Effect has occurred; provided that, solely for purposes of this Section 9.3, the failure to achieve the Performance Milestone I Date shall not in and of itself constitute a Material Adverse Effect under this Section 9.3; or”

Addendum 1 (Taxes; Increased Costs). Section 11 of Addendum 1 to the Loan Agreement is hereby amended and restated as follows:

“11. Each party hereto hereby further acknowledges and agrees that the fair market value of any Warrant issued with any Tranche 3 Advance shall be determined by the parties in good faith, which value shall be taken into account in the determination of the “issue price” (as defined in Section 1273(b) of the Code) of Tranche 3 in accordance with Section 1273(c)(2) of the Code.”

Schedule 1.1 of the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto.
Schedule 7.21. Schedule 7.21 to the Loan Agreement is hereby added as set forth in Schedule 7.21 attached hereto.
References Within Loan Agreement. Each reference in the Loan Agreement to “this Agreement” and the words “hereof,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Loan Agreement as amended by this Amendment. This Amendment shall be a Loan Document.
Conditions of Effectiveness. This Amendment shall be effective on the date (such date, the Amendment Effective Date”) of satisfaction of the following conditions:
Agent shall have received this Amendment, executed by Agent, the Lenders and Borrower, and each Guarantor; and
Borrower shall have paid (i) to Agent, for the benefit of the Lenders, an amendment fee of Fifty Thousand Dollars ($50,000), (ii) all invoiced costs and expenses then due in accordance with Section 5(d), and (iii) all other fees, costs and expenses, if any, due and payable as of the date hereof under and in accordance with the Loan Agreement.
Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, Borrower hereby confirms, as of the date hereof, (a) that the representations and warranties made by it in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided, further, that to the extent such representations and warranties by their terms expressly relate only to a prior date such representations and warranties shall be true and correct as of such prior date, and (b)

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that no Default or Event of Default has occurred and is continuing; (c) that there has not been and there does not exist a Material Adverse Effect; (d) this Amendment and each other Loan Document to which each Borrower is a party constitutes a legal, valid and binding obligation of such Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity, (e) the execution, delivery and performance of this Amendment by Borrower will not (i) result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens, or (ii) violate any provisions of Borrower’s Organizational Documents or any law, regulation, order, injunction, judgment, decree or writ to which Borrower is subject or any material contract or agreement, and (f) Lenders have and shall continue to have valid, enforceable and perfected first-priority liens, subject only to Permitted Liens, on and security interests int the Collateral and other collateral heretofore granted by Borrower to Lenders, pursuant to the Loan Documents or otherwise granted to or held by Lenders.
Miscellaneous.
Loan Documents Otherwise Not Affected; Reaffirmation; No Novation.
Except as expressly amended pursuant hereto or referenced herein, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects. The Lenders’ and Agent’s execution and delivery of, or acceptance of, this Amendment shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents or waivers in the future.
Borrower hereby expressly (1) reaffirms, ratifies and confirms its Secured Obligations under the Loan Agreement and the other Loan Documents, (2) reaffirms, ratifies and confirms the grant of security under Section 3.1 of the Loan Agreement, (3) reaffirms that such grant of security in the Collateral secures all Secured Obligations under the Loan Agreement, as of the date hereof, and with effect from (and including) the Agreement Effective Date, such grant of security in the Collateral: (x) remains in full force and effect notwithstanding any amendments expressly referenced herein; and (y) secures all Secured Obligations under the Loan Agreement, as amended by this Amendment, and the Loan Documents, (4) agrees that this Amendment shall be a “Loan Document” under the Loan Agreement, and (5) agrees that the Loan Agreement (as amended by this Amendment) and each other Loan Document shall remain in full force and effect following any action contemplated in connection herewith.
This Amendment is not a novation and the terms and conditions of this Amendment shall be in addition to and supplemental to all terms and conditions set forth in the Loan Documents. Nothing in this Amendment is intended, or shall be construed, to constitute an accord and satisfaction of Borrower’s Secured Obligations under or in connection with the Loan Agreement and any other Loan Document or to modify, affect or impair the perfection or continuity of Agent’s security interest in, (on behalf of itself and the Lenders) security titles to or other liens on any Collateral for the Secured Obligations.
Conditions. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.

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No Reliance. Borrower hereby acknowledges and confirms to Agent and Lenders that Borrower is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.
Costs and Expenses. Borrower agrees to pay to Agent on the Amendment Effective Date the out-of-pocket costs and expenses of Agent and each Lender party hereto, including the reasonable and documented fees and disbursements of counsel to Agent and each Lender party hereto in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith on the date hereof.
Binding Effect. The provisions of this Amendment shall inure to the benefit of and be binding on Borrower and its permitted assigns (if any).
Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State CALIFORNIA, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.
Complete Agreement; Amendments. This Amendment and the Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.
Severability of Provisions. Each provision of this Amendment is severable from every other provision in determining the enforceability of any provision.
Counterparts. This Amendment may be executed in any number of counterparts, and by different parties in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.
Electronic Execution of Certain Other Documents. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation assignments, assumptions, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

BORROWER:

SIGHT SCIENCES, INC.

Signature:_/s/Alison Bauerlein___________

Print Name: Alison Bauerlein

Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE NEXT PAGE]

[Signature Page to Third Amendment to Loan and Security Agreement (Sight Sciences)]

AGENT:

HERCULES CAPITAL, INC.

Signature: _/s/Maclean Greedy________

Name: Maclean Greedy

Title: Associate General Counsel

LENDERS:

HERCULES CAPITAL, INC.

Signature: _/s/Maclean Greedy______

Name: Maclean Greedy

Title: Associate General Counsel

HERCULES SBIC V, L.P.

By: Hercules Technology SBIC

Management, LLC, its General Partner

By: Hercules Capital, Inc., its Manager

Signature: _/s/Maclean Greedy_____

Name: Maclean Greedy

Title: Associate General Counsel

HERCULES PRIVATE CREDIT FUND 1 L.P.

By: Hercules Adviser LLC, its Investment Adviser

Signature: _/s/Maclean Greedy______

Name: Maclean Greedy

Title: Authorized Signatory

HERCULES PRIVATE GLOBAL VENTURE GROWTH FUND I L.P.

By: Hercules Adviser LLC, its Investment Adviser

Signature: _/s/Maclean Greedy________

Name: Maclean Greedy

Title: Authorized Signatory

[Signature Page to Third Amendment to Loan and Security Agreement (Sight Sciences)]

Exhibit A

Amended and Restated Schedule 1.1

[see attached]

SCHEDULE 1.1

COMMITMENTS

LENDERS	TRANCHE 1 COMMITMENT	TRANCHE 3 COMMITMENT
Hercules Capital, Inc.	$28,000,000	$25,000,000
Hercules Private<br>Credit Fund 1 L.P.	$6,000,000	/
Hercules Private<br>Global Venture<br>Growth Fund I L.P.	$6,000,000	/
TOTAL<br>COMMITMENTS	$40,000,000.00	$25,000,000.00

SCHEDULE 7.21

CALENDAR MONTH END	EXPECTED NET REVENUE (T6M)	MINIMUM NET REVENUE (T6M) – Based on 80% of Expected Net Revenue (T6M)
January 31, 2026	$[***]	$[***]
February 28, 2026	$[***]	$[***]
March 31, 2026	$[***]	$[***]
April 30, 2026	$[***]	$[***]
May 31, 2026	$[***]	$[***]
June 30, 2026	$[***]	$[***]
July 31, 2026	$[***]	$[***]
August 31, 2026	$[***]	$[***]
September 30, 2026	$[***]	$[***]
October 31, 2026	$[***]	$[***]
November 30, 2026	$[***]	$[***]
December 31, 2026	$[***]	$[***]