MoonLake Immunotherapeutics簽訂承銷協議 每股20美元發行900萬股 集資約2億美元

false
 0001821586
 
 
 
 
 
 
 
 0001821586
 
 
 2026-06-23
 2026-06-23
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

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 23, 2026

 

MOONLAKE IMMUNOTHERAPEUTICS

(Exact Name of Registrant as Specified in Its
Charter)

 

 
 Cayman Islands
  
 001-39630
  
 98-1711963

 
 (State or Other Jurisdiction 

of Incorporation)
  
 (Commission File Number)
  
 (IRS Employer

 Identification No.)

 

 

Dorfstrasse 29

6300 Zug

Switzerland

(Address of principal executive offices and Zip
Code)

 

41 415108022

(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 (see General Instruction A.2 below):

 

 
 ☐
 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 Symbol(s)
  
 Name of each exchange on which registered

 
 Class A ordinary share, par value $0.0001 per share
  
 MLTX
  
 The Nasdaq Capital 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.

 

On June 23, 2026,
MoonLake Immunotherapeutics (the “Company”) entered into an underwriting agreement (“Underwriting
Agreement”) with Leerink Partners LLC, as the representative of the underwriters named therein (the
“Underwriters”), to issue and sell, in a public offering (the “Offering”), 9,000,000 Class A ordinary
shares, par value $0.0001 per share (the “Ordinary Shares”), at a public offering price of $20.00 per share (the
“Firm Shares”), and, in lieu of Ordinary Shares to certain investors that so choose, pre-funded warrants to purchase
up to 1,000,000 Ordinary Shares at a public offering price of $19.9999 per pre-funded warrant (the “Pre-Funded
Warrants”). The Pre-Funded Warrants have an exercise price of $0.0001 per share and are exercisable immediately. In addition,
the Company granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,500,000 Ordinary Shares
(the “Option Shares”, and together with the Firm Shares, the “Shares”) at the public offering price less the
underwriting discounts and commissions (the “Option”). The Shares and the Pre-Funded Warrants are collectively referred to herein as the “Securities.”

 

The exercise price and the number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustments
in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting
the Ordinary Shares. Holders of the
Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant which, upon giving effect to such
exercise, would cause the aggregate number of Ordinary Shares beneficially owned by the holder (together with its affiliates) to
exceed 4.99% (or 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Such percentage may be increased or
decreased by the holder of the Pre-Funded Warrants to any other percentage not in excess of 19.99% upon at least
61 days’ prior notice from the holder to us.

 

The gross proceeds from the Offering are expected to be $200 million before deducting underwriting
discounts and offering expenses.

 

The Securities described above were offered pursuant
to a shelf registration statement on Form S-3 (File No. 333-274286), which became effective on September 11, 2023. A final prospectus
supplement dated June 23, 2026 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission
on June 24, 2026. The Offering is expected to close on June 25, 2026, subject to the satisfaction of customary closing conditions.

 

In the Underwriting Agreement, the Company agreed
to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute
payments that the Underwriters may be required to make because of such liabilities.

 

A copy of the Underwriting Agreement and the
form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions
of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference
to such exhibits.

 

Walkers (Cayman) LLP, Cayman counsel to the Company,
has issued an opinion to the Company, dated June 24, 2026, regarding the validity of the issuance and sale of the Securities in the Offering.
A copy of the opinion is filed herewith as Exhibit 5.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 
 Exhibit No.
  
 Description

 
 1.1
  
 Underwriting Agreement, dated June 23, 2026, by and between MoonLake Immunotherapeutics and Leerink Partners LLC.

 
 4.1
  
 Form of Pre-Funded Warrant

 
 5.1
  
 Opinion of Walkers (Cayman) LLP

 
 23.1
  
 Consent of Walkers (Cayman) LLP (contained in Exhibit 5.1)

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 1

  

 

 

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.

 

 
  
 MOONLAKE IMMUNOTHERAPEUTICS

 
  
  
  

 
 Date: June 25, 2026
 By:
 /s/ Matthias Bodenstedt

 
  
 Name:
 Matthias Bodenstedt

 
  
 Title:
 Chief Financial Officer

 

 

 2