UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information contained below under Item 3.02 is hereby incorporated by reference in response to this Item 1.01 of Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
On October 15, 2026, Maze Therapeutics, Inc. (“Maze”) entered into an exchange agreement (the “Exchange Agreement”) with Frazier Life Sciences Public Fund, L.P., Frazier Life Sciences X, L.P., Frazier Life Sciences XI, L.P. and Frazier Life Sciences XII, L.P. (collectively, the “Exchanging Stockholder”), pursuant to which Maze exchanged an aggregate of 2,776,007 shares of Maze’s common stock, par value $0.001 per share (the “Common Stock”), held by the Exchanging Stockholder for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 2,776,007 shares of Common Stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting Common Stock), with an exercise price of $0.001 per share. After giving effect to the exchange of 2,776,007 shares of Common Stock for the Exchange Warrants, the number of shares of Maze’s outstanding Common Stock as of October 16, 2026 is 53,931,889. The Exchange Warrants may be exercised at any time after the date of issuance, except that the Exchange Warrants cannot be exercised by the Exchanging Stockholder if, after giving effect thereto, the Exchanging Stockholder would beneficially own more than 9.99% of the outstanding Common Stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote the shares of Common Stock underlying the Exchange Warrants on any matter except to the extent required by Delaware law. The Exchange Warrants will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
The foregoing descriptions of the terms of the Exchange Agreement and the Exchange Warrants are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 to Maze Therapeutics, Inc.’s Current Report on Form 8-K filed with the Commission on April 22, 2026. | |
| 10.1* | Exchange Agreement, dated October 15, 2026, by and among Maze Therapeutics, Inc., Frazier Life Sciences Public Fund, L.P. and certain of its affiliates. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 16, 2026 | By: | /s/ Courtney Phillips | ||||
| Courtney Phillips General Counsel and Corporate Secretary | ||||||