Climb Bio exchanges 20.44M shares for pre-funded warrants; RA Capital voting capped at 33%

Climb Bio, Inc.

Exchanged 20,440,000 shares for pre-funded warrants with $0.0001 exercise price via Section 3(a)(9) exemption.
Post-exchange shares outstanding: 47,744,435; RA Capital to own ~23% voting power.
RA Capital and affiliates agree to vote any holdings above 33% proportionally with other stockholders.
RA Capital may exchange additional shares for warrants with company's written consent.
Pre-funded warrants are exercisable immediately and include a 33% beneficial ownership limitation.

Key facts

Extracted from this filing and checked against the source text.

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

Climb Bio, Inc. entered into Exchange Agreement with RA Capital Management, L.P. and an entity affiliated with RA Capital (effective 2025-12-11).

Action: entry
Agreement: equity purchase
Counterparty: RA Capital Management, L.P. and an entity affiliated with RA Capital
Effective: 2025-12-11

Exact text from the filing

On December 11, 2025, Climb Bio, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with RA Capital Management, L.P. (“RA Capital”) and an entity affiliated with RA Capital (the “Exchanging Stockholder”), pursuant to which the Exchanging Stockholder agreed to exchange (the “Exchange”) an aggregate of 20,440,000 shares of the Company’s common stock

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281 material agreements filed in the last 30 days. Browse all material agreements →

Climb Bio, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-315108

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