REGENXBIO starts stock option exchange offer for non-executive employees

REGENXBIO Inc. (Nasdaq: RGNX) started a stock option exchange program for its non-executive employees on June 3, 2026. The company reported the launch and the final results of its May 29, 2026 annual meeting in a Form 8-K under Items 5.07 and 8.01. The exchange offer period runs until July 1, 2026 unless extended.

The exchange terms

Eligible participants may exchange outstanding stock options granted under the company's 2015 Equity Incentive Plan that have an exercise price at or above $18.00. In return they receive a smaller number of new options. The new options carry an exercise price equal to the fair market value of REGENXBIO common stock on their grant date, which the company expects to be the first business day after the offer expires.

The company says the program is not expected to significantly change its stock compensation expense. It points readers to the proxy statement and to a Tender Offer Statement it expects to file on June 3, 2026 for the full terms. The proxy statement was filed April 14, 2026.

The vote

The annual meeting had 42,818,883 shares represented, about 82.95% of the shares entitled to vote. Proposal 4, the non-executive program, passed with 26,352,456 votes for, 8,853,230 against and 59,076 abstaining. Proposal 5, a parallel program for executive employees, failed. It drew 14,097,815 votes for, 21,021,531 against and 145,416 abstaining. Only the non-executive program has launched.

Broker non-votes were 7,554,121 on each proposal. The 8-K also reports the election of three Class II directors to serve until the 2029 annual meeting. Jean Bennett, M.D., Ph.D., received 24,025,836 votes for and 11,238,926 withheld. A.N. "Jerry" Karabelas, Ph.D., received 27,124,923 for and 8,139,839 withheld. Daniel Tassé received 32,039,753 for and 3,225,009 withheld. Stockholders also ratified PricewaterhouseCoopers LLP for 2026, with 42,526,553 votes for and 244,785 against.

Losses and the going-concern doubt

The annual report for 2025, filed March 5, 2026, says net cash used in operating activities was $124.0 million for the year, consisting of a net loss of $193.9 million, offset by $58.1 million of non-cash items and $11.8 million of favorable changes in operating assets and liabilities. It says cash, cash equivalents and marketable securities were $240.9 million at December 31, 2025, and that this amount is sufficient to meet its financial commitments and obligations into early 2027, excluding the effects of any future financings.

The same report says conditions raise substantial doubt about REGENXBIO's ability to continue as a going concern within 12 months of the financial statements' issuance date.

The company also has an at-the-market program. In December 2024 it entered into a sales agreement with Leerink Partners LLC, which may sell shares of common stock as sales agent for an aggregate offering price of up to $150.0 million.

Partners and programs

The annual report lists, among its risks, its ability to maintain development partnerships. Those include its collaboration with AbbVie to develop and commercialize surabgene lomparvovec, known as sura-vec or ABBV-RGX-314, and its collaboration with Nippon Shinyaku Co., Ltd. to develop and commercialize RGX-121 and RGX-111. The report also lists the company's ability to address deficiencies cited in the Complete Response Letter for RGX-121, and its ability to resolve clinical holds on RGX-111 and RGX-121 to the satisfaction of the U.S. Food and Drug Administration.

Who signed

Patrick J. Christmas II, Executive Vice President, Chief Strategy and Legal Officer, signed the 8-K on June 3, 2026. The 8-K names no financial advisor or underwriter.

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