Acrivon Therapeutics Announces Material Definitive Agreement

TL;DR

ACRV entered a material definitive agreement and sold equity, filing 8-K.

AI Summary

Acrivon Therapeutics, Inc. announced on April 8, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. This filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates a significant new agreement for Acrivon Therapeutics, which could impact its future operations and financial standing. The disclosure of equity sales also provides insight into the company's financing activities.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, requiring further scrutiny.

Key Players & Entities

• Acrivon Therapeutics, Inc. (company) — Registrant
• April 08, 2024 (date) — Date of earliest event reported
• 001-41551 (company) — SEC File Number
• 82-5125532 (company) — IRS Employer Identification No.
• 480 Arsenal Way Suite 100 (company) — Principal Executive Offices Address
• Watertown, Massachusetts (company) — Principal Executive Offices City and State
• 02472 (company) — Principal Executive Offices Zip Code
• 617 207-8979 (company) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ACRV The Nasdaq Stock Mar
• $8.50 — "Common Stock"), at a purchase price of $8.50 per share, and (ii) pre-funded warrants
• $8.499 — Warrant Shares") at a purchase price of $8.499 per Pre-Funded Warrant, which represent
• $130 m — Private Placement will be approximately $130 million, before deducting offering expens

Filing Documents

• acrv-20240408.htm (8-K) — 68KB
• acrv-ex4_1.htm (EX-4.1) — 128KB
• acrv-ex10_1.htm (EX-10.1) — 384KB
• acrv-ex10_2.htm (EX-10.2) — 159KB
• acrv-ex10_3.htm (EX-10.3) — 53KB
• acrv-ex10_4.htm (EX-10.4) — 161KB
• acrv-ex99_1.htm (EX-99.1) — 17KB
• img28311487_0.jpg (GRAPHIC) — 16KB
• 0000950170-24-042789.txt ( ) — 1262KB
• acrv-20240408.xsd (EX-101.SCH) — 26KB
• acrv-20240408_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 8, 2024, Acrivon Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") for a private placement (the "Private Placement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchasers an aggregate of (i) 8,235,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $8.50 per share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 7,060,000 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $8.499 per Pre-Funded Warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will not expire. The Pre-Funded Warrants will have an exercise price of $0.001 per share of Common Stock, subject to proportional adjustments in the event of stock splits or combinations or similar events, be immediately exercisable on the date of issuance and remain exercisable until exercised in full. The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The holders of Pre-Funded Warrants may increase or decrease such percentage not in excess of 19.99%, in the case of an increase, by providing at least 61 days' prior notice to the Company. The aggregate gross proceeds for the Private Placement will be approximately $130 million, before deducting offering expenses and excluding any proceeds the Company may

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold to the Purchasers under the Purchase Agreement are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 8, 2024, the Company issued a press release announcing the Private Placement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filing with the SEC made by the Company, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of Pre-Funded Warrant 10.1* Form of Securities Purchase Agreement, dated April 8, 2024, by and among Acrivon Therapeutics, Inc. and each of the purchasers as party thereto 10.2* Form of Registration Rights Agreement 10.3* Form of Letter Agreement, dated April 8, 2024, by and among Acrivon Therapeutics, Inc. and each of the persons party thereto 10.4* Form of Letter Agreement, dated April 8, 2024, by and among Acrivon Therapeutics, Inc. and each of the persons party thereto 99.1 Press Release dated April 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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. Acrivon Therapeutics, Inc. Date: April 9, 2024 By: /s/ Rasmus Holm-Jorgensen Rasmus Holm-Jorgensen Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR