Atrium Therapeutics Amends 8-K: 21,571,507 Shares Will Be Outstanding After Private Placement
An 8-K/A fixes the post-offering share count, which includes make-whole awards tied to the Avidity Biosciences spin-off.
Atrium Therapeutics has now disclosed, in an 8-K/A signed Friday, that it will have 21,571,507 shares of common stock outstanding once its private placement is complete. The amendment corrects the share count given in the original 8-K filed October 8.
What the amendment says
The explanatory note says Amendment No. 1 exists only "to correct the previously disclosed number of shares outstanding after the offering." It adds that no other information has been revised. The filing does not state what the earlier figure was.
The new count of 21,571,507 shares includes shares issued to settle make-whole equity awards. The filing says those awards were made in connection with Atrium's spin-off from Avidity Biosciences.
The amendment gives no figure for how many shares came from those awards.
The deal itself is unchanged
As originally disclosed, Atrium signed a securities purchase agreement on October 7 with selected accredited investors, meaning investors who meet an SEC wealth or income test. Under it, they agreed to buy 5,170,384 common shares.
They also agreed to buy pre-funded warrants for up to 1,134,930 more shares. Pre-funded warrants are rights to buy shares that are largely paid for up front.
The Nasdaq-listed company trades under the symbol RNA. The filing is signed by Chief Executive Officer Kathleen Gallagher.
What it changes for holders
For anyone tracking ownership percentages, the denominator is now the amended 21,571,507 figure, not the one in the original report. The deal terms, meaning the share and warrant amounts, did not change.
The filing frames the closing as still dependent on conditions. It lists the risk that either Atrium or the investors fail to satisfy them, along with the timing of the closing.
The next thing to look for is confirmation that the offering has closed, which the amended filing says is not yet done.
Sources
- 8-K/A Filing (Amendment) — Atrium Therapeutics, Inc. (RNA) — SEC EDGAR
- Original 8-K — Atrium Therapeutics, Inc. (filed 2026-10-08) — SEC EDGAR
