aibioSepterna files automatic shelf with $150,000,000 ATM sales agreement prospectus
Tickers SEPN
Septerna can sell up to $150,000,000 of stock through BofA Securities, at a fee of up to 3.0%. Its 2025 net loss was $48.9 million, yet cash from operations was positive at $110.2 million, a swing the shelf filing does not explain.
Key facts
- Company
- Septerna, Inc. (NASDAQ: SEPN)
- News type
- Financings
- Primary source
- Septerna, Inc. S-3ASR (2026-03-10)
Septerna, Inc. filed an automatic shelf registration statement on Form S-3ASR on March 10, 2026, with a sales agreement prospectus for an at-the-market program of up to $150,000,000 of common stock. The shelf also covers preferred stock, debt securities, warrants and units that the company may issue later, each to be described in a separate prospectus supplement. The common stock trades on the Nasdaq Global Market as SEPN, and the last reported sale price on March 4, 2026 was $28.83 per share.
Septerna signed the ATM Equity Offering Sales Agreement with BofA Securities, Inc. on March 10, 2026. BofA is the sales agent and is not required to sell any specific number or dollar amount. No funds go into escrow. Septerna will pay BofA up to 3.0% of the gross proceeds of shares sold. BofA may be deemed an underwriter under the Securities Act, and Septerna has agreed to indemnify it against liabilities under that act and the Exchange Act. Septerna may also sell shares to BofA as principal, under a separate terms agreement.
Septerna will reimburse BofA's out-of-pocket costs, including counsel fees of up to $100,000 at signing and up to $25,000 more for each triggering event date. Goodwin Procter LLP of Redwood City passes on the validity of the shares for Septerna. The prospectus says BofA is represented by Cooley LLP of New York. Ernst & Young LLP audited the financial statements in the 2025 annual report.
Dilution and the share count
The prospectus warns that buyers may suffer immediate and substantial dilution, because shares will be sold at various prices. Its example assumes 5,202,913 shares sold at $28.83 for aggregate gross proceeds of $150.0 million, which it says would leave immediate dilution of $18.30 per share. Shares outstanding were 44,806,272 at December 31, 2025, including 131,224 unvested restricted shares. That count excludes 4,378,484 shares issuable on outstanding options.
The company has not decided how much of the proceeds to use for any specific purpose. It intends general corporate purposes, including research and development and clinical development of current or future product candidates, working capital and capital expenditures. It may invest the proceeds temporarily in short-term instruments or hold them as cash.
What the company is building
Septerna calls itself a clinical-stage biotechnology company developing oral small molecule drugs aimed at G protein-coupled receptors, or GPCRs, using its proprietary Native Complex Platform. Its pipeline is focused on endocrinology, immunology and inflammation, and metabolic diseases, and it says it may evaluate neurology, women's health, cardiovascular and respiratory disease. Septerna was incorporated in Delaware in December 2019 as GPCR NewCo, Inc., and took its current name in June 2021.
The registration statement names its SEP-479 and SEP-631 programs and a partnership with Novo Nordisk A/S. Under that partnership, Septerna could receive milestone payments and royalties from commercial product sales, including tiered royalties based on global net sales, if any. The filing also lists as a risk the company's ability to replicate positive results from preclinical studies in clinical trials. Septerna is an emerging growth company and a smaller reporting company, which allows reduced disclosure for up to five years.
The money
Figures from the 2025 annual report, filed March 9, 2026, show revenue of $46.0 million in 2025, against $1.1 million in 2024. Research and development expense was $97.6 million in 2025 and $65.3 million in 2024. The net loss was $48.9 million in 2025 and $71.8 million in 2024.
Cash provided by operations was $110.2 million in 2025, while cash used in operations was $67.5 million in 2024. Year-end 2024 cash and cash equivalents were $238.2 million, with $112.7 million in short-term investments.
The annual report shows an operating cash inflow of $110.2 million for 2025 even though the company lost $48.9 million that year, and the S-3ASR does not say what produced the inflow. The new program would add up to $150.0 million of stock sales at prices set by the market, and the prospectus gives no fixed schedule for any sale.