UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities. |
On July 29, 2026, we entered into an exchange agreement with RA Capital Healthcare Fund, L.P., or RA Capital, pursuant to which RA Capital exchanged 18,030,000 shares of our common stock, par value $0.001 per share, or common stock, for a pre-funded warrant to acquire 18,030,000 shares of our common stock.
The pre-funded warrant has an exercise price of $0.001 per underlying share of common stock, are immediately exercisable and have no expiration date. The number of shares of our common stock issuable upon exercise of the pre-funded warrant is subject to adjustment upon certain corporate events, including certain stock dividends and splits, combinations and other similar transactions. The pre-funded warrant includes a beneficial ownership blocker that provides that the holder may not exercise (nor may we allow the exercise) if upon giving effect to such exercise, it would cause the aggregate number of shares of our common stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of our common stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 9.99% of the total number of then issued and outstanding shares of our common stock as determined in accordance with the terms of the pre-funded warrant. This threshold may be increased or decreased upon 61 days’ prior notice at the discretion of the holder, but not in excess of 19.99%.
We issued the pre-funded warrant without registration in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
The form of pre-funded warrant is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibit.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: July 29, 2026 | INHIBIKASE THERAPEUTICS, INC. | |||||
| By: | /s/ Mark Iwicki | |||||
| Mark Iwicki | ||||||
| Chief Executive Officer | ||||||