Rein Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Definitive Material Agreement.
On February 24 and 27, 2026, Rein Therapeutics, Inc. (the “Company”) entered into separate securities purchase agreements (each a “Purchase Agreement”) with three institutional investors pursuant to which the Company issued and sold to the investors, in a private placement, unsecured promissory notes in the aggregate original principal amount of $2,875,000 (each a “Note”). Pursuant to the Purchase Agreements, the Company issued and sold the Notes to the investors for the aggregate purchase price of $2,300,000, inclusive of an original issue discount of 20%.
The Notes have a stated maturity date of the earlier of (i) the date of the closing of the next issuance and sale of securities of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $10,000,000 (exclusive of the Note proceeds) or (ii) June 30, 2026. The Company’s obligations under the Notes are unsecured. There is no interest payable under the Notes other than the 20% original issue discount. The Purchase Agreements contain representations, warranties, covenants and other terms customary for agreements of such nature.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes sold pursuant to the Purchase Agreements were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
| Exhibit Number |
Exhibit Description | |
| 4.1 | Form of Unsecured Promissory Note (Included in Exhibit 10.1) | |
| 10.1 | Form of Securities Purchase Agreement between the Registrant and the Investors | |
| 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.
| REIN THERAPEUTICS, INC. | ||||||
| Dated: March 2, 2026 | /s/ Brian Windsor | |||||
| Brian Windsor, Ph.D., | ||||||
| President and Chief Executive Officer | ||||||