8-K
filed April 29, 2026, 7:59 PM ET
ticker MRLN
CIK 0002028707
other material
confidence high
sentiment positive
materiality 0.85
Merlin raises $80M in PIPE from existing institutional investor; pro forma cash $183M
Merlin, Inc.
- Issued 8M shares at $10 each and warrants for 4M shares at $6.67 strike, 5-year expiry.
- Existing cash $107M; pro forma cash $183M to accelerate platform development and regulatory approvals.
- Closing expected on or about May 1, 2026; Cantor Fitzgerald & Co. led placement.
- Anti-dilution adjustments triggered to conversion price of 12% Series A Preferred and certain warrants.
- Company agreed to file registration statement for resale of the issued shares and warrant shares.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Merlin, Inc. issued 8 million shares of the Company’s common stock of common stock to the purchaser named therein for at a price per share of $10.00, for aggregate gross proceeds of approximately $80 million.
- Security
- common stock
- Shares
- 8 million shares of the Company’s common stock
- Purchaser
- the purchaser named therein
- Consideration
- at a price per share of $10.00, for aggregate gross proceeds of approximately $80 million
Exact text from the filing
On April 29, 2026, Merlin, Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with the purchaser named therein (the “ Purchaser ”), for the private placement (the “ Private Placement ”) of 8 million shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at a price per share of $10.00, and warrants (the “ Warrants ,” and together with the Shares, the “ Securities ”) exercisable for an aggregate of 4 million shares of Common Stock (the “ Underlying Shares ”), for aggregate gross proceeds of approximately $80 million.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Merlin, Inc. issued warrants exercisable for an aggregate of 4 million shares of Common Stock of warrant to the purchaser named therein for part of the Private Placement for aggregate gross proceeds of approximately $80 million.
- Security
- warrant
- Shares
- warrants exercisable for an aggregate of 4 million shares of Common Stock
- Purchaser
- the purchaser named therein
- Consideration
- part of the Private Placement for aggregate gross proceeds of approximately $80 million
Exact text from the filing
On April 29, 2026, Merlin, Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with the purchaser named therein (the “ Purchaser ”), for the private placement (the “ Private Placement ”) of 8 million shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at a price per share of $10.00, and warrants (the “ Warrants ,” and together with the Shares, the “ Securities ”) exercisable for an aggregate of 4 million shares of Common Stock (the “ Underlying Shares ”), for aggregate gross proceeds of approximately $80 million.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. amended Second A&R Registration Rights Agreement with the Company and the Holders (as defined therein) of at least a majority in interest of the aggregate Registrable Securities (as defined therein) at the time of the amendment.
- Action
- amendment
- Counterparty
- the Company and the Holders (as defined therein) of at least a majority in interest of the aggregate Registrable Securities (as defined therein) at the time of the amendment
Exact text from the filing
the Amended and Restated Registration Rights Agreement, dated as of March 16, 2026, by and among the Company and the other parties thereto, was amended and restated by the Company and the Holders (as defined therein) of at least a majority in interest of the aggregate Registrable Securities (as defined therein) at the time of the amendment (the “ Second A&R Registration Rights Agreement ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Merlin, Inc. entered into Purchase Agreement with the purchaser named therein valued at aggregate gross proceeds of approximately $80 million (effective 2026-04-29).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the purchaser named therein
- Value
- aggregate gross proceeds of approximately $80 million
- Effective
- 2026-04-29
Exact text from the filing
Merlin, Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with the purchaser named therein (the “ Purchaser ”), for the private placement (the “ Private Placement ”) of 8 million shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), at a price per share of $10.00, and warrants (the “ Warrants ,” and together with the Shares, the “ Securities ”) exercisable for an aggregate of 4 million shares of Common Stock (the “ Underlying Shares ”), for aggregate gross proceeds of approximately $80 million.
View on SEC.gov
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