SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 8.01 Other Events.

Item 19.01. EntryFinancial IntoStatements aand Material Definitive AgreementExhibits.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): May 15, 2025

~~Pursuant~~Solid toBiosciences ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of report (Date of earliest event reported): February 18, 2025


Delaware	001-38360	90-0943402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Rutherford Avenue
Charlestown, Massachusetts		02129
(Address of Principal Executive Offices)		(Zip Code)

~~Solid~~Registrant’s ~~Biosciences~~Telephone ~~Inc.~~Number, Including Area Code: (617) 337-4680

(~~Exact~~Former Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~its~~Since ~~Charter~~Last Report)

Delaware		001-38360		90-0943402
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~500~~☐Written ~~Rutherford~~communications ~~Avenue,~~pursuant ~~Third~~to ~~Floor~~Rule ~~Charlestown,~~425 ~~Massachusetts~~under ~~02129~~the ~~(Address~~Securities ofAct ~~Principal~~(17 ~~Executive~~CFR ~~Offices~~230.425) ~~(Zip Code)~~

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~617)~~17 ~~337~~CFR 240.14a-~~4680~~12)

~~(Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if14d-2(b) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.001 par value per share	SLDB	The Nasdaq Global Select Market

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12 13(ba) of the Exchange Act:. ☐

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $0.001 par value per share		SLDB		The Nasdaq Global Select Market

~~Indicate~~On byMay ~~check~~15, ~~mark~~2025, ~~whether~~Solid Biosciences Inc. (the ~~registrant~~“Company”) isfiled ana ~~emerging~~prospectus ~~growth~~supplement ~~company~~(the as“Prospectus ~~defined~~Supplement”) inunder ~~Rule~~the ~~405~~Company’s ofuniversal shelf registration statement on Form S-3 (File No. 333-277871) that was originally filed with the Securities ~~Act~~and ofExchange ~~1933~~Commission (~~§230~~the “SEC”) on March 13, 2024 and was declared effective by the SEC on May 17, 2024 (the “Registration Statement”), relating to the offer and sale of a total of up to $85.~~405~~0 million of ~~this~~shares ~~chapter~~of the Company’s common stock, par value $0.001 per share (the “Shares”), orpursuant ~~Rule~~to ~~12b-2~~an Amended and Restated Sales Agreement, dated March 13, 2024, with Jefferies LLC (the “Sales Agreement”). The Company had filed a prior prospectus with the SEC on March 13, 2024 (the “Prior Prospectus”) relating to the offer and sale of shares of the ~~Securities~~Company’s ~~Exchange~~common ~~Act~~stock having an aggregate offering price of ~~1934~~up ~~(§240~~to $75.~~12b-2~~0 million pursuant to the Sales Agreement. As of ~~this~~the ~~chapter)~~date of the Prospectus Supplement, the Company had issued and sold shares of common stock for aggregate gross sale proceeds of approximately $10.5 million pursuant to the Sales Agreement and the Prior Prospectus. Upon the filing of the Prospectus Supplement, the Company will not make any offers or sales of its common stock pursuant to the Prior Prospectus.

~~Emerging~~Wilmer ~~growth~~Cutler ~~company ☐~~Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

IfThe anShares ~~emerging~~are ~~growth~~registered ~~company~~pursuant to the Registration Statement and the base prospectus contained therein, ~~indicate~~and byofferings ~~check~~for ~~mark~~the ifShares will be made only by means of the ~~registrant~~Prospectus ~~has~~Supplement. ~~elected~~This Current Report on Form 8-K shall not constitute an offer to ~~use~~sell or the ~~extended~~solicitation ~~transition~~of ~~period~~an ~~for~~offer ~~complying~~to ~~with~~buy these securities, nor shall there be any ~~new~~sale orof ~~revised~~these ~~financial~~securities ~~accounting~~in ~~standards~~any ~~provided~~state ~~pursuant~~in which such offer, solicitation or sale would be unlawful prior to ~~Section 13(a)~~registration ofor qualification under the ~~Exchange~~securities ~~Act~~laws of such state or jurisdiction. ☐

SOLID BIOSCIENCES INC.

Date: February 18, 2025

/s/ Alexander Cumbo

Alexander Cumbo

Chief Executive Officer

~~On February 18, 2025, Solid Biosciences Inc.~~ (~~the “Company”~~d) ~~entered~~Exhibits: into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 35,739,810 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and, in lieu of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 13,888,340 shares of Common Stock (the “Warrant Shares”). All of the Shares and the Pre-Funded Warrants are being sold by the Company. The offering price of the Shares is $4.03 per share and the offering price of the Pre-Funded Warrants is $4.029 per share underlying each Pre-Funded Warrant. The Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.7882 per share and the Pre-Funded Warrants from the Company pursuant to the Underwriting Agreement at a price of $3.7872 per share underlying each Pre-Funded Warrant. The closing of the offering is expected to take place on or about February 19, 2025, subject to the satisfaction of customary closing conditions.

~~The Company estimates that the net proceeds from the offering will be approximately $187.5 million, after deducting underwriting discounts and commissions and estimated offering expenses.~~ Number Description

~~The Shares and the Pre-Funded Warrants will be issued pursuant to a shelf registration statement on Form S-3 (File No~~ 5. ~~333-277871)~~1 Opinion ~~that~~of ~~was~~Wilmer ~~declared~~Cutler ~~effective~~Pickering byHale ~~the Securities~~ and ~~Exchange~~Dorr ~~Commission~~LLP ~~(the “SEC”) on May 17, 2024. A prospectus supplement relating to the offering has been filed with the SEC.~~

~~Each Pre-Funded Warrant has an exercise price per share of Common Stock equal to $0~~23.~~001~~1 Consent ~~per share. Each Pre-Funded Warrant will be exercisable at any time from the date~~ of ~~issuance.~~Wilmer ~~The~~Cutler ~~Pre-Funded~~Pickering ~~Warrants~~Hale ~~will be exercisable, at the option of each holder, in whole or in part, by means of a cash exercise or a cashless exercise. The exercise price~~ and ~~the~~Dorr ~~number~~LLP of(included ~~shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment~~ in ~~the~~Exhibit ~~event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock~~5.1)

~~Under~~104 Cover ~~the~~Page ~~terms~~Interactive ofData ~~the~~File Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (~~together~~embedded ~~with~~within ~~its affiliates) to exceed 4.99% or 9.99%, as elected by~~ the ~~holder,~~Inline ofXBRL the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher percentage not in excess of 19.99% upon 61 days’ notice to the Company. document

In addition, in certain circumstances, upon a fundamental transaction, a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to the fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants. SIGNATURES

~~The~~Pursuant ~~Underwriting~~to ~~Agreement contains customary representations, warranties, covenants and agreements by~~ the ~~Company,~~requirements ~~customary conditions to closing, indemnification obligations~~ of the ~~Company and the Underwriters, including for liabilities under the~~ Securities Exchange Act of ~~1933~~1934, ~~as amended, other obligations of~~ the ~~parties~~registrant ~~and~~has ~~termination~~duly ~~provisions.~~caused ~~The~~this ~~representations,~~report ~~warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties~~ to ~~such agreement, and may~~ be ~~subject~~signed toon ~~limitations~~its ~~agreed~~behalf ~~upon~~ by the ~~contracting~~undersigned ~~parties.~~hereunto duly authorized.

The foregoing descriptions of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be a complete and are qualified in their entirety by reference to the Underwriting Agreement and the Form of Pre-Funded Warrant which are filed as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and are incorporated herein by reference.


			SOLID BIOSCIENCES INC

Date:	May, 15 2025	By:	/s/ Alexander Cumbo
		Name: Title:	Alexander Cumbo Chief Executive Officer

A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares, the Pre-Funded Warrants and the Warrant Shares is filed as Exhibit 5.1 hereto.

Item 8.01. Other Events.

On February 18, 2025, the Company issued a press release announcing the pricing of the offering. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, such as those, among others, relating to the expected closing of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,”

“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on its forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company makes as a result of various risks and uncertainties, including but not limited to, market and other financial conditions, the satisfaction of customary closing conditions related to the offering and the impact of general economic, industry or political conditions in the United States or internationally. Additional risks and uncertainties relating to the offering, the Company and its business can be found under the caption “Risk Factors” included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company’s prospectus supplement filed with the SEC on February 18, 2025, and other filings that the Company may make with the SEC in the future. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits

ExhibitNo.		Description
1.1		Underwriting Agreement, dated February 18, 2025, by and among the Company and Jefferies LLC and Leerink Partners LLC
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1)
99.1		Press Release dated February 18, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Filing Compare · Solid Biosciences Inc.