Form 8-K

8-K — EXOZYMES INC.

Accession: 0001493152-26-029119

Filed: 2026-06-17

Period: 2026-06-17

CIK: 0002010788

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported):

June

17, 2026

EXOZYMES

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-42204

83-4550057

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

750

Royal Oaks Drive, Suite 106

Monrovia,

CA 91016

(Address

of principal executive offices and zip code)

Registrant’s

telephone number, including area code: (626) 415-1488

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Exchange Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

EXOZ

Nasdaq

Capital Market

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 ☒

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

1.01

Entry

into a Material Definitive Agreement.

Underwritten

Offering

eXoZymes

Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of June

5, 2026, with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant

to which the Company issued and sold, in

a firm commitment underwritten offering (the “Offering”), an

aggregate of 592,270 shares of common stock (the “Shares”), $0.000001 par value per share (the “Common Stock”),

of the Company and warrants to purchase up to an additional 296,135 shares of Common Stock (the “Warrants”). The Shares and

Warrants were sold as a unit of two shares and one Warrant, immediately separable and deliverable. The offering price of the unit was

$18.00. The Warrants were issued pursuant to a Warrant Agent Agreement (“Warrant Agent Agreement”) between the Company and

VStock Transfer, LLC, as warrant agent, dated June 5, 2026. The Offering closed on June 9, 2025.

The

Company granted a 45-day option to MDB to purchase up to 88,840 additional shares of common stock and 44,420 additional Warrants to cover

over-allotments, exercisable as a unit of two shares of common stock and one Warrant, representing up to 15% of the units sold in the

Offering. One

June 17, 2026, MDB exercised a portion of the over-allotment option purchasing 34,440

units, consisting of 68,880 shares of Common Stock and 34,440 Warrants (the “Over-Allotment Units”).

Inclusive of the

proceeds from sale of the Over-Allotment Units, the Company received gross proceeds from the Offering of approximately $5.95 million,

before deducting underwriting discounts and commissions and estimated expenses payable by the Company.

The

Company plans to use the net proceeds from the Offering to support development and commercialization activities related to N-trans-caffeoyltyramine

(“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and

other general corporate purposes.

The

Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781), which was

declared effective on January 23, 2026, and a related base prospectus and final prospectus supplement thereunder filed on June 8, 2026.

The

foregoing descriptions of the terms and conditions of the Underwriting Agreement and Warrant Agent Agreement do not purport to

be complete and are qualified in their entirety by the full text of each of such documents, copies of which incorporated herein

by reference from the Current Report on Form 8-K, filed by the Company on June 8, 2026.

Item

7.01

Regulation

FD Disclosure

June 17, 2026, the Company issued a press release announcing the closing of the Offering and exercise of the over-allotment. A copy of

the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The

information contained in this Item 7.01 shall be considered “furnished” and not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any

filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits

Description

of Exhibit

5.1

Opinion of Spencer Fane LLP, dated June 5, 2026 (relating to the Shares)

10.1

Underwriting Agreement between the Registrant and MDB Capital, dated June 5, 2026

10.2

Warrant Agent Agreement between the Registrant and VStock Transfer, LLC dated June 5, 2026

10.3

Underwriter’s Warrant Agreement, dated June 9, 2026

23.1

Consent of Spencer Fane LLP (contained in Exhibit 5.1)

99.1

Press Release, dated June 17, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL Document).

Filed

herewith

Incorporated

by reference to the Exhibits 5.1, 10.1, 10.2, 10.3 and 23.1, respectively, filed with the Current Report of the Registrant filed

on June 8, 2026.

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:

June 17, 2026

EXOZYMES

INC.

/s/

Fouad Nawaz

Fouad

Nawaz,

Vice

President, Finance

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

eXoZymes

Inc. Announces Closing of $6 Million Public Offering

Los

Angeles, CA — June 17, 2026 — eXoZymes Inc. (NASDAQ: EXOZ) (“eXoZymes” or “Company”), a pioneer of

AI-enhanced enzymes that transform abundant feedstock into valuable nutraceuticals and novel medicines, today announced the closing of

its previously announced underwritten public offering of common stock and warrants.

The

offering consisted of 330,575 units, including 34,440 units sold in partial exercise of over-allotment option, each unit consisting of

two shares of common stock and one warrant to purchase one additional share of common stock. The public offering price per share was

$8.99 and per warrant was $0.02 resulting in gross proceeds of approximately $5.95 million before deducting underwriting discounts and

commissions and estimated offering expenses payable by the Company.

The

warrants become exercisable one year from the date of issuance at an exercise price of $11.24 per share and expire on the five-year anniversary

of the issuance date. The warrants are not listed on any national securities exchange or other trading market and may be redeemed by

the Company upon occurrence of certain conditions. The warrant exercise price may be reset to $0.001 in the event the Company sells in

a public or private offering before June 5, 2027, additional shares of common stock, or securities convertible into common stock, at

a per share price (or equivalent) of less than $8.99.

The

Company intends to use net proceeds from the offering to support development and commercialization activities related to N-trans-caffeoyltyramine

(“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and

other general corporate purposes.

MDB

Capital acted as sole book-running manager for the offering. The securities described above were offered pursuant to a shelf registration

statement on Form S-3 (File No. 333-292781), which was declared effective by the U.S. Securities and Exchange Commission (“SEC”)

on January 23, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the

SEC on June 8, 2026 and are available on the SEC’s website at www.sec.gov.

About

eXoZymes

Founded

in 2019, the company has developed a biomanufacturing platform that - as a historic first - offers the tools and insights to design,

engineer, control and optimize nature’s own natural processes to produce highly valuable natural products, via a commercially scalable,

sustainable, and abundant alternative: exozymes.

Exozymes

are advanced enzymes enhanced through bioengineering and AI to thrive in a bioreactor without using living cells. Exozymes can replace

toxic petrochemical processes and inefficient biochemical extraction with sustainable and scalable biosolutions that transform abundant

feedstock into valuable nutraceuticals and novel medicines.

freeing enzyme-driven chemical reactions from cellular constraints, exozyme biosolutions remove the scaling bottleneck that has impeded

synthetic biology’s commercial success, paving the way for exozymes to lead the next generation of biomanufacturing innovation.

eXoZymes Inc. introduced “exozymes” as an open scientific concept rather than as a trademark. By offering this new nomenclature

for wide industry adoption, the company aims to pioneer this next generation of cell-free biomanufacturing and establish itself

as the market leader. Learn more at exozymes.com.

eXoZymes

Safe Harbor

This

press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally

be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,”

“should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,”

“project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,”

“potential,” or other comparable terms, although not all forward-looking statements contain these identifying words. All

statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects,

financial condition, operations, costs, plans and objectives are forward-looking statements. Actual results could differ materially for

a variety of reasons. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of

eXoZymes’ quarterly reports on Form 10-Q, annual reports on Form 10-K, and other documents filed by eXoZymes from time to time

by the company with the Securities and Exchange Commission. These filings identify and address important risks and uncertainties that

could cause actual events and results to differ materially from those contained in the forward-looking statements. Certain forward-looking

statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are

described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that was

filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned

not to put undue reliance on forward-looking statements, and eXoZymes assumes no obligation and does not intend to update or revise these

forward-looking statements, whether as a result of new information, future events, or otherwise. eXoZymes does not give any assurance

that it will achieve its expectations.

eXoZymes

contact

Lasse

Görlitz, VP of Comms & IR

(858)

319-7135

press@exozymes.com

https://www.linkedin.com/company/exozymes

https://x.com/exozymes

https://www.youtube.com/@exozymes

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