---
title: "REGENXBIO registers up to $150,000,000 in share sales through Leerink Partners"
url: "https://aibio.space/news/regenxbio-registers-up-150-000-000-share-sales-through-leerink/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2026-02-12"
section: "Financings"
tickers: "NASDAQ:RGNX"
source: "https://www.sec.gov/Archives/edgar/data/1590877/000119312526048688/d94681d424b5.htm"
summary: "REGENXBIO filed a prospectus supplement for up to $150 million of at-the-market stock sales through Leerink Partners. The filing warns of substantial doubt"
---

By the aibio.space news desk.

Sources

- [REGENXBIO Inc. 424B5 (2026-02-12)](https://www.sec.gov/Archives/edgar/data/1590877/000119312526048688/d94681d424b5.htm)

[RGNX](https://aibio.space/companies/regenxbio/)

2026-02-12

# REGENXBIO registers up to $150,000,000 in share sales through Leerink Partners

Tickers [RGNX](https://aibio.space/companies/regenxbio/)

REGENXBIO filed a prospectus supplement for up to $150 million of at-the-market stock sales through Leerink Partners. The filing warns of substantial doubt about its ability to continue as a going concern.

## Key facts

- **Company**: REGENXBIO Inc. (NASDAQ: RGNX)

- **News type**: Financings

- **Primary source**: [REGENXBIO Inc. 424B5 (2026-02-12)](https://www.sec.gov/Archives/edgar/data/1590877/000119312526048688/d94681d424b5.htm)

*A financial district skyline and bay. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.*

### The sales program

REGENXBIO Inc. (Nasdaq: [RGNX](https://aibio.space/companies/regenxbio/)) filed a prospectus supplement dated February 12, 2026 for sales of common stock with an aggregate offering price of up to $150 million, made from time to time through Leerink Partners LLC as sales agent. The sales agreement is dated December 9, 2024 and was filed as an exhibit to a Form 8-K that day. The supplement sits under a shelf registration on Form S-3 (File No. 333-291816) and a prospectus dated December 12, 2025.

Sales would be at the market, on The Nasdaq Global Select Market, through a market maker or in privately negotiated deals. Leerink is not required to sell any set number of shares and uses commercially reasonable efforts. It is paid a fixed commission of up to 3.0% of the gross sales price, and the company reimburses its expenses up to $75,000 plus certain ongoing costs of its legal counsel. The filing deems Leerink an underwriter under the Securities Act and says the reimbursements count as sales compensation under FINRA rules. The company estimates its other offering expenses at about $350,000 and agreed to indemnify the agent.

The last reported sale price on February 11, 2026 was $8.50. The filing illustrates a full sale as 17,647,058 shares at that price for $150,000,000 gross, which would leave up to 68,265,750 shares outstanding, against 50,618,692 at September 30, 2025. It puts the dilution at about $4.01 a share. The stock traded between $5.04 and $16.19 over the past 52 weeks. There is no minimum, so the proceeds are not determinable, and the filing says there is no assurance any shares will be sold.

Covington & Burling LLP of Washington, D.C. passes on the validity of the shares under the base prospectus. Counsel to the sales agent is not named in the text of the filing.

### Going concern

The supplement estimates cash, cash equivalents and marketable securities of approximately $241 million at December 31, 2025. That figure is preliminary, unaudited management data, and PricewaterhouseCoopers LLP has not audited or reviewed it. The company expects the cash to fund operations into early 2027, a view that leaves out any future financings and milestone payments.

It then states that these conditions raise substantial doubt about its ability to continue as a going concern within 12 months. It expects its 2025 Form 10-K to say so again, and it expects PwC's audit opinion to carry an explanatory paragraph on that doubt. It does not expect the net proceeds of this program to remove the doubt.

The company plans to use any proceeds for general corporate purposes, including clinical trials, capital expenditures, working capital, pipeline development and commercial preparation, and may use some to pay down debt or buy businesses or technologies.

### A rejection and two holds

The supplement discloses two regulatory setbacks. In May 2025 the FDA accepted the biologics license application for RGX-121, a gene therapy for MPS II, under the accelerated approval pathway. On February 7, 2026, the company received a complete response letter. The FDA said it had agreed to the study protocol in principle but gave several reasons for not approving the therapy. These include uncertainty over identifying patients with neuronopathic rather than attenuated disease, whether the natural history external control matches the study population, and whether the CSF HS D2S6 primary endpoint is a surrogate reasonably likely to predict clinical benefit.

The letter lists possible routes forward: a new study, more patients and longer follow-up, or an untreated control arm. The company says each would be hard in an ultra-rare disease. It plans to ask for a Type A meeting and to resubmit.

On January 23, 2026 the FDA placed a clinical hold on the RGX-111 application after a preliminary analysis of one case of neoplasm, an intraventricular central nervous system tumor, in a participant in its Phase I/II study. The same day it placed a hold on RGX-121, citing similarities in the products, study populations and shared risk. The company reports no neoplasms in the nine other RGX-111 participants or the 32 RGX-121 participants. The holds have paused screening, enrollment and dosing. The company cannot predict when they will be lifted.

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## Companies in this story

RGNX

REGENXBIO Inc.

NASDAQ · United States

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Source page: https://aibio.space/news/regenxbio-registers-up-150-000-000-share-sales-through-leerink/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "REGENXBIO registers up to $150,000,000 in share sales through Leerink Partners", 2026-02-12, https://aibio.space/news/regenxbio-registers-up-150-000-000-share-sales-through-leerink/
