4D Molecular Therapeutics, Inc. 8-K

What Happened

• On January 22, 2026, 4D Molecular Therapeutics, Inc. announced it entered exchange agreements with RA Capital Healthcare Fund, L.P. and Biotechnology Value Fund, L.P. (and affiliates) to convert common stock into pre-funded warrants. RA Capital exchanged 4,850,000 shares for a pre-funded warrant to acquire 4,850,000 shares, and BVF exchanged 1,750,000 shares for a pre-funded warrant to acquire 1,750,000 shares (6,600,000 warrants total in this transaction).
• As of January 23, 2026, the company reported 51,007,874 shares of common stock outstanding, excluding 16,935,665 shares issuable upon exercise of pre-funded warrants outstanding as of that date. The pre-funded warrants are immediately exercisable at $0.0001 per share, do not expire until fully exercised, and include beneficial ownership blockers.

Key Details

• Date of exchange agreements: January 22, 2026 (reported Jan 26, 2026 on Form 8-K).
• Shares exchanged: 4,850,000 (RA Capital) and 1,750,000 (BVF) — 6,600,000 warrants issued in this exchange.
• Outstanding common shares (post-closing): 51,007,874 as of Jan 23, 2026 (does not include pre-funded-warrant shares).
• Pre-funded warrants issuable as of Jan 23, 2026: 16,935,665; exercise price: $0.0001 per share; exercisable immediately but subject to a 4.99% or 9.99% beneficial ownership limit in each warrant.
• Securities issued without registration relying on Section 3(a)(9) of the Securities Act.

Why It Matters

• Dilution potential: If pre-funded warrants are exercised, the company’s share count will increase materially (16.9M shares currently issuable), which can dilute existing shareholders’ percentage ownership and potentially affect per-share metrics.
• Low exercise price: The nominal $0.0001 exercise price means exercise would primarily change share count rather than raise cash for the company unless other terms apply.
• Ownership limits: Beneficial ownership blockers (4.99% or 9.99%) limit immediate concentration from these holders and can stagger actual dilution as warrants are exercised.
• Regulatory note: Warrants were issued via a private exchange (Section 3(a)(9)), not a registered public offering, which is a common method to restructure holdings without a cash transaction.