aibioClimb Bio sets up $22,350,000 at-the-market stock program with Oppenheimer
Tickers CLYM
The sales agent earns up to 3.0% of gross sales. Climb Bio reported $212.5 million of cash and securities at year end and expects to fund operations through 2027.
Key facts
- Company
- Climb Bio, Inc. (NASDAQ: CLYM)
- News type
- Financings
- Primary source
- Climb Bio, Inc. 424B5 (2025-03-25)
The agreement
Climb Bio, Inc. entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc. as sales agent, dated March 25, 2025. Under a prospectus supplement filed the same day, the company may sell up to $22,350,000 of common stock from time to time through the agent. The supplement is filed under a registration statement and a base prospectus dated November 22, 2024. Sales would be made at market prices on the Nasdaq Global Market, under the symbol CLYM.
The agent is not required to sell any set number of shares or dollar amount. It acts on commercially reasonable efforts, and no funds go into escrow. The agent is deemed an underwriter under the Securities Act, and its compensation is deemed underwriting commissions. The company pays it up to 3.0% of the gross sales price of each share sold, and has agreed to reimburse its legal fees, up to $75,000. The company also agreed to indemnify the agent against certain liabilities.
The last reported sale price on March 24, 2025 was $1.32 per share.
The share limits
The prospectus supplement gives the number of shares outstanding as 67,475,395 as of March 24, 2025, of which 33,721,370 were held by non-affiliates. Using a price of $1.99 on February 3, 2025, it puts the aggregate market value of the non-affiliate shares at approximately $67,105,526. The company says that under the shelf registration rule it cannot sell securities with a value above one-third of that non-affiliate value in any 12-month period.
The supplement gives a last reported sale price of $1.32 on March 24, 2025, against the $1.99 used for the February calculation. At a lower price, each dollar raised means more new shares. The supplement says the net proceeds will be used as described under its Use of Proceeds section, and the amounts that will be raised depend on the shares actually sold.
Cash and the loss
The company's results release, dated March 25, 2025, says cash, cash equivalents and marketable securities were $212.5 million as of December 31, 2024, compared with $106.8 million a year earlier. The company says it ended 2024 in a strong financial position and expects its cash to fund operations through 2027.
The same release reports a net loss of $73.9 million for the full year 2024, compared with $35.1 million for 2023. The release ties $51.7 million of 2024 expense to acquired in-process research and development from the company's purchase of Tenet Medicines, Inc., which closed in June 2024. Research and development expense for the full year 2024 was $14.3 million, compared with $15.4 million in 2023. Fourth quarter net loss was $8.4 million.
The release therefore attributes most of the reported loss for 2024 to an acquisition charge rather than to day-to-day research spending.
Advisers and counsel
The prospectus supplement names Wilmer Cutler Pickering Hale and Dorr LLP as counsel passing on the validity of the shares. It says Paul Hastings LLP represents Oppenheimer & Co. Inc. in the offering. The supplement does not name a placement agent other than Oppenheimer, and the release does not name any adviser to the company.
The company's annual report for 2024, filed on the same day, describes Climb Bio as a clinical-stage biotechnology company developing therapeutics for immune-mediated diseases.