Rhythm Pharmaceuticals closes $150M Series A Convertible Preferred issuance to Perceptive affiliates

RHYTHM PHARMACEUTICALS, INC.

Closed on April 15, 2024; issued 150,000 shares at $1,000 each for aggregate $150,000,000.
Convertible Preferred ranks senior to common; liquidation preference initially $1,000, rises to 175% on change of control.
Dividend rate: 0% for first two years, then 6% per annum (PIK or cash at Company's election), compounded quarterly.
Registration rights granted to investors for shares issuable upon conversion of Convertible Preferred.
No dividends on common stock unless equivalent dividend declared on Convertible Preferred.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RHYTHM PHARMACEUTICALS, INC.: Filing of Certificate of Designations for Convertible Preferred Stock (effective 2024-04-15).

Change: charter amendment
Effective: 2024-04-15

Exact text from the filing

on April 15, 2024, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, effective the same day.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RHYTHM PHARMACEUTICALS, INC. entered into Investment Agreement with certain affiliates of Perceptive Advisors LLC and certain other investors valued at $150,000,000 (effective 2024-04-01).

Action: entry
Agreement: equity purchase
Counterparty: certain affiliates of Perceptive Advisors LLC and certain other investors
Value: $150,000,000
Effective: 2024-04-01

Exact text from the filing

the Company entered into an Investment Agreement (the “Investment Agreement”) with certain affiliates of Perceptive Advisors LLC (“Perceptive”) and certain other investors (each, an “Investor” and collectively, the “Investors”), relating to the issuance and sale of 150,000 shares of a new series of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, titled the “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”), for an aggregate purchase price of $150,000,000, or $1,000 per share

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RHYTHM PHARMACEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001104659-24-047492

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