Lexeo Therapeutics Files 8-K: Agreements, Financials, Equity Sales

TL;DR

Lexeo Therapeutics dropped an 8-K: material agreement signed, financials updated, and some equity sold. Check it out.

AI Summary

On March 11, 2024, Lexeo Therapeutics, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported on its results of operations and financial condition, and disclosed unregistered sales of equity securities. The filing also included information on Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on Lexeo Therapeutics' financial health, operational results, and recent equity transactions, which are important for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial condition updates, and unregistered equity sales, which can indicate significant business developments and potential financial risks.

Key Numbers

• 212 547-9879 — Registrant's Telephone Number (Contact information for Lexeo Therapeutics)

Key Players & Entities

• Lexeo Therapeutics, Inc. (company) — Registrant
• March 11, 2024 (date) — Date of earliest event reported
• 001-41855 (other) — SEC File Number
• 85-4012572 (other) — IRS Employer Identification No.
• 345 Park Avenue South, Floor 6 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share LXEO Nasdaq Glo
• $15.13 — the " Shares "), at a purchase price of $15.13 per Share. The Private Placement is e
• $95 m — cement are expected to be approximately $95 million, before deducting commissions and
• $6 million — ate Placement, purchasing approximately $6 million of Shares in the aggregate. The partici

Filing Documents

• lxeo-20240311.htm (8-K) — 81KB
• lxeo-ex99_1.htm (EX-99.1) — 160KB
• lxeo-ex99_2.htm (EX-99.2) — 16KB
• img46940271_0.jpg (GRAPHIC) — 243KB
• img47863792_0.jpg (GRAPHIC) — 244KB
• 0000950170-24-029249.txt ( ) — 1064KB
• lxeo-20240311.xsd (EX-101.SCH) — 25KB
• lxeo-20240311_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Common Stock Purchase Agreement On March 11, 2024, Lexeo Therapeutics, Inc. (the " Company ") entered into a Common Stock Purchase Agreement (the " Purchase Agreement ") for a private placement (the " Private Placement ") with certain qualified institutional buyers and institutional accredited investors (each, a " Purchaser " and collectively, the " Purchasers "). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers 6,278,905 shares of the Company's common stock, par value $0.0001 per share (the " Shares "), at a purchase price of $15.13 per Share. The Private Placement is expected to close on March 13, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds of the Private Placement are expected to be approximately $95 million, before deducting commissions and offering expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement to fund working capital and other general corporate purposes. Entities affiliated with certain members of the Company's board of directors participated in the Private Placement, purchasing approximately $6 million of Shares in the aggregate. The participation of these entities in the Private Placement was disclosed to the Board of Directors of the Company (the " Board ") and approved by the pricing committee of the Board. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. Registration Rights In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement, dated March 11, 2024 (the " Registration Rights Agreement "), providing for the registration for resale of the

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On March 11, 2024, the Company issued a press release announcing business highlights and its financial results for the three and twelve-months ended December 31, 2023. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information in this Item 2.02, and Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of the Registrant's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this Current Report on Form 8-K. The Company will sell the securities to "accredited investors," as that term is defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or "blue sky" laws. The Investors represented that they are acquiring the securities for investment only and not with a view towards the resale or distribution thereof in violation of the Securities Act. Accordingly, the securities have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. 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 the Securities described herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 11, 2024, the Company issued a press release announcing the Private Placement and providing an update on its cash runway. The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.2 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This report contains certain forward-looking statements regarding the business of the Company that are not a description of historical facts within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the use of proceeds of the offering and the completion of the offering. Actual results could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, those associated with market conditions; satisfaction of customary closing conditions in the Private Placement. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including under the caption "Item 1A. Risk Factors", and elsewhere in the Company's reports and other documents that the Company has filed, or will file, with the SEC from time to time that are available at www.sec.gov. You are cautioned not to place undue reliance on forward-looking statements which are current only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Incorporated by Reference Filed or Furnished Herewith Exhibit Description Form File No. Exhibit Filing Date 10.1 Form of Common Stock Purchase Agreement, dated March 11, 2024, by and among the Company and the Purchasers 10-K 001-41855 10.22 March 11, 2024 10.2 Form of Registration Rights Agreement, dated March 11, 2024, by and among the Company and the Purchasers 10-K 001-41855 4.4 March 11, 2024 99.1 Press release issued by the Company on March 11, 2024, announcing business highlights and financial results, furnished herewith. X 99.2 Press release issued by the Company on March 11, 2024, announcing Private Placement, furnished herewith. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

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. Lexeo Therapeutics, Inc. Date: March 11, 2024 By: /s/ R. Nolan Townsend R. Nolan Townsend, Chief Executive Officer

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View this 8-K filing on SEC EDGAR