Aardvark Therapeutics sets up $150,000,000 share sales program with Piper Sandler

Terms of the program

Aardvark Therapeutics, Inc. (Nasdaq: AARD) filed a prospectus dated April 3, 2026 for the sale of up to $150,000,000 of its common stock. The shares may be sold from time to time through or to Piper Sandler & Co., acting as sales agent, under an Equity Distribution Agreement dated March 23, 2026. Sales may be made as an at the market offering, meaning sales at prevailing prices, including directly on the Nasdaq Global Select Market. The sales sit inside a shelf registration of up to $400,000,000, Registration No. 333-294537.

Piper Sandler is not required to sell any specific number or dollar amount of securities. It will act using commercially reasonable efforts and consistent with its normal trading and sales practices. No funds will be held in escrow, trust or a similar arrangement. The company can instruct Piper Sandler not to sell below a price it designates, and either side may end the agreement on written notice.

Fees, banks and counsel

Piper Sandler will receive a commission of 3.0% of the gross sales price of all common stock sold through it. The prospectus says Piper Sandler will be deemed an underwriter under the Securities Act and its compensation will be deemed underwriting commissions or discounts. The company will also reimburse Piper Sandler for the fees and disbursements of its legal counsel, not to exceed $100,000 for setting up the program, plus certain ongoing disbursements. Aardvark estimates other expenses of the offering at approximately $0.5 million. It has agreed to indemnify Piper Sandler against specified liabilities, including those under the Securities Act.

Paul Hastings LLP of Palo Alto, California will pass on the validity of the shares for Aardvark. Piper Sandler is represented by Cooley LLP of New York. BDO USA, P.C. audited the financial statements for 2025 and 2024. The prospectus says Piper Sandler and its affiliates have from time to time provided investment banking, commercial banking, fiduciary and advisory services to the company for customary fees.

Dilution

The prospectus uses an assumed sale of 36,855,036 shares at $4.07 per share, the March 20, 2026 closing price, to reach gross proceeds of approximately $150,000,000. On that assumption it says up to 58,670,389 shares would be outstanding after the offering, against 21,815,353 outstanding as of December 31, 2025. The actual number will vary with the sale price. The $4.07 price is below the company's net tangible book value per share at December 31, 2025, and the prospectus warns that buyers at a higher price than net tangible book value would suffer immediate and potentially substantial dilution. There is no minimum or maximum sales price, so investors who buy at different times will likely pay different prices. Outstanding options for 3,038,413 shares, with a weighted-average exercise price of $9.08 per share, are not counted in the share total.

The company says it intends to use net proceeds for general corporate purposes, which may include funding research and development, capital expenditures, working capital and general and administrative expenses.

Trials on hold

The prospectus repeats that on February 27, 2026 Aardvark voluntarily paused enrollment and dosing in the HERO and open label extension trials of its lead drug, ARD-101, after reversible cardiac observations in a healthy volunteer study. It says it is reviewing the data with the FDA, that aspects of the trial design and development timeline may change, and that the previously agreed protocol elements may be revisited. It has also paused the STRENGTH and POWER trials of ARD-201, which contains ARD-101, and expects to give further guidance in the second quarter of 2026.

The 2025 annual report, filed March 23, 2026, shows a net loss of $57.6 million, compared with $20.6 million in 2024. Research and development expense was $48.9 million, against $17.4 million, and the company used $54.2 million in operations, against $18.1 million.

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