| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 28, 2026, LB Pharmaceuticals Inc (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain investors (the “Investors”) pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of (i) 3,577,560 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants (the
“Pre-Funded Warrants”) to purchase up to 715,513 shares of Common Stock (such shares issuable upon exercise of the Pre-Funded Warrants, the “Warrant
Shares”, and together with the Shares and the Pre-Funded Warrants, the “Securities”). Each Share was offered and sold at a purchase price of $34.94 before deducting underwriting discounts and
commissions and each Pre-Funded Warrant was offered and sold at a purchase price of $34.9399, which is equal to the purchase price per Share less the $0.0001 exercise price of each Pre-Funded Warrant, before deducting underwriting discounts and commissions.
Each
Pre-Funded Warrant has an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately
and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants do not expire.
Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant (i) if immediately prior to the exercise, a holder
(together with its affiliates), beneficially owns an aggregate number of shares of Common Stock greater than 4.99% or 9.99%, as applicable (the “Maximum Percentage”), of the total number of issued and outstanding shares of Common Stock
of the Company without taking into account any Warrant Shares, or (ii) to the extent that immediately following the exercise, the holder (together with its affiliates) would beneficially own in excess of the Maximum Percentage of the
number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares of Common Stock, which such percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99%
upon 61 days’ notice to the Company.
The Private Placement is expected to close on or about July 30, 2026, subject to the satisfaction of
customary closing conditions. The Company estimates that the gross proceeds to the Company from the Private Placement will be approximately $150.0 million, before deducting any transaction-related expenses.
The Company intends to use the net proceeds from the Private Placement, together with the Company’s existing cash, cash equivalents and marketable
securities, to fund pipeline expansion of LB-102 into new indications with strong mechanistic rationale and validating clinical and real-world experience from amisulpride, potentially including negative
symptoms of schizophrenia (with potential for trial initiation in the second half of 2027, subject to regulatory feedback and other factors) and Alzheimer’s disease agitation/psychosis, and for working capital and general corporate purposes.
Leerink Partners LLC and Piper Sandler & Co. acted as placement agents for the Private Placement. The Company has agreed to pay the placement
agents customary placement fees in their capacity as placement agents for the sale of the Securities to the Investors.
In connection with the Private
Placement, the Company also entered into a Registration Rights Agreement, dated July 28, 2026 (the “Registration Rights Agreement”), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is
obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (the “Registration Statement”) to register for resale of the
Shares and the Warrant Shares within 90 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 90 days after the initial
filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date
the Shares and the Warrant Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses
and indemnification.
