Tango Therapeutics files $400,000,000 replacement shelf with $100,000,000 ATM supplement

What Tango filed

Tango Therapeutics, Inc. filed a Form S-3 shelf registration statement on May 12, 2025. The filing replaces an earlier shelf (File No. 333-267224) that will expire on September 12, 2025. Under Rule 415(a)(6), offerings under the earlier shelf are deemed terminated when the new one takes effect.

The new shelf allows sales of up to a maximum aggregate offering price of $400,000,000 of common stock, preferred stock, debt securities, warrants and units, in any combination. The registration statement holds two prospectuses. The base prospectus covers the full $400,000,000. A sale agreement prospectus supplement covers up to $100,000,000 of common stock under an Open Market Sale Agreement that Tango signed with Jefferies LLC as sales agent in September 2022.

The $100,000,000 sits inside the $400,000,000. If the sale agreement ends, any unsold part returns to the base prospectus. If no shares are ever sold under it, the whole $400,000,000 remains available for other offerings. The base prospectus names no underwriter for those other offerings. It says any underwriters, dealers or agents will be named in a later prospectus supplement.

Banks and counsel

Jefferies LLC is the only bank the filing names. It acts on a commercially reasonable efforts basis and is not required to sell any specific number of shares or dollar amount. Its commission is up to 3.0% of the gross proceeds of shares sold under the sale agreement. The prospectus says Jefferies will be deemed an "underwriter" under the Securities Act and that its pay will be treated as underwriting commissions or discounts. Tango agreed to indemnify Jefferies and to contribute to payments it may have to make over certain liabilities.

Goodwin Procter LLP of Boston, Massachusetts, is Tango's counsel and will pass on the validity of the shares. Cooley LLP of New York represents Jefferies in the offering. PricewaterhouseCoopers LLP is the auditor. Its report on the 2024 financial statements contains an explanatory paragraph noting that Tango has incurred significant operating losses and expects to keep generating operating losses and negative cash flows from operations for the foreseeable future.

Price and dilution

Tango's stock closed at $1.10 per share on The Nasdaq Global Market on May 8, 2025. The company had 108,107,890 shares outstanding as of March 31, 2025. That count excludes 23,811,257 shares issuable on exercise of stock options at a weighted average exercise price of $6.57 per share, a further 135,750 options granted through May 8, 2025 at a weighted average exercise price of $1.31, and 1,537,157 shares issuable on vesting of restricted stock units. It also excludes 2,340,579 shares subject to pre-funded warrants.

Tango's charter authorizes 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. Tango says it plans to use net proceeds mainly for general corporate purposes, including working capital, operating expenses and research and development, with manufacturing and clinical trial costs. It has no current plans, commitments or agreements for acquisitions. The filing does not say how much it expects to raise or when.

The business behind the filing

Tango describes itself as an oncology company developing drugs for tumor suppressor gene loss in defined patient groups. It is developing two MTA-cooperative PRMT5 inhibitors: TNG462 for non-CNS cancers, including pancreatic and lung cancer, and TNG456, a brain-penetrant inhibitor for CNS cancers, including GBM. TNG260 is a CoREST inhibitor that, the company says, reversed the immune evasion effect of STK11 loss-of-function mutations in preclinical studies. TNG961 is a development candidate targeting HBS1L in FOCAD-deleted solid tumors.

The company's annual report lists risks that apply to all of this. Tango says it has never successfully completed any clinical trials and that some programs remain in preclinical development and may never reach the clinic. It warns that early data can change as more patient data arrive, and that raising more capital may dilute stockholders.

Tango was incorporated in Delaware on May 21, 2020 as BCTG Acquisition Corp. It became Tango Therapeutics through a business combination approved on August 9, 2021 and completed on August 10, 2021.

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