UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1012, 2026

Evommune, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-42938	85-0742575
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1841 Page Mill Road, Suite 100 Palo Alto, CA		94304
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (925) 247-4487

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.0001 par value per share

     EVMN

     The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If 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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2026, Evommune, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investors an aggregate of 4,494,279 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Each Share was offered and sold at a purchase price of $27.88 before deducting underwriting discounts and commissions.

The Private Placement is expected to close on or about February 17, 2026, subject to the satisfaction of customary closing conditions. The Company estimates that the gross proceeds to the Company from the Private Placement will be approximately $125 million, before deducting any transaction-related expenses. The Company intends to use the net proceeds from the Private Placement to advance its clinical development programs and for general corporate purposes.

Morgan Stanley & Co. LLC, Leerink Partners LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co., and William Blair & Company, L.L.C. acted as placement agents for the Private Placement. Oppenheimer & Co. Inc. acted as capital markets advisor for the Private Placement. The Company has agreed to pay the placement agents customary placement fees in their capacity as placement agents for the sale of the Shares to the Investors.

In connection with the Private Placement, the Company also entered into a Registration Rights Agreement, dated February 12, 2026 (the “Registration Rights Agreement”), with the Investors. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1 (the “Registration Statement”) to register for resale of the Shares within 60 days of the closing date of the Private Placement and to use its reasonable best efforts to have the Registration Statement declared effective as soon as possible, but no later than 90 days after the initial filing date of the Registration Statement, subject to extension under the terms of the Registration Rights Agreement. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated into this Item 3.02.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. Each of the Investors has provided representations appropriate for a private placement of securities. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 7.01 Regulation FD Disclosure.

AsOn ~~reported under Item 8.01 of this Current Report on Form 8-K, on~~ February 1012, 2026, ~~Evommune, Inc. (~~the “Company”) issued a press release ~~titled~~announcing ~~"Evommune~~the ~~Announces~~Private ~~Positive Top-line Data from Phase 2a Proof-of-Concept Trial of EVO301 in Moderate-to-Severe Atopic Dermatitis"~~Placement. A copy of the press release is ~~furnished~~attached ~~herewith~~hereto as Exhibit 99.1 and is incorporated herein by reference.

OnThe ~~February~~information ~~10,~~furnished ~~2026,~~under ~~the~~this ~~Company~~Item ~~will~~7.01, ~~host~~including aExhibit ~~webcast~~99.1, toshall ~~discuss~~not ~~the~~be ~~results~~deemed ~~from~~“filed” ~~the~~for ~~Company’s~~purposes ~~EVO301~~of ~~Phase~~Section 2a18 ~~trial~~of inthe ~~adult~~Securities ~~patients~~Exchange ~~with~~Act ~~moderate-to-severe~~of ~~atopic~~1934, ~~dermatitis~~as ~~(“AD”).~~amended, ~~The~~or ~~live~~subject ~~webcast~~to ~~presentation~~the ~~will~~liabilities ~~also~~of bethat ~~available~~section onor ~~the~~Sections ~~“News~~11 &and ~~Events”~~12(a)(2) ~~page~~ of the ~~Company's~~Securities ~~website at https://ir~~Act.~~evommune.com/news-events/ir-calendar.~~ AThe ~~copy~~information ofin ~~the~~this ~~presentation~~Item is7.01, ~~being~~including ~~furnished as~~ Exhibit 99.21, toshall ~~this~~not ~~Current~~be ~~Report~~deemed ~~on Form 8-K and is~~ incorporated by reference ~~herein.~~into ~~The Company's website and~~ any ~~information~~other ~~contained~~filing onwith the ~~Company's~~SEC ~~website~~made ~~are not incorporated~~ by ~~reference~~the ~~into~~Company, ~~this~~whether ~~Current~~made ~~Report~~before onor ~~Form~~after ~~8-K.~~the ~~The~~date ~~Company undertakes no obligation to update~~hereof, ~~supplement~~regardless orof ~~amend~~any ~~the~~general ~~materials~~incorporation ~~attached~~language ~~hereto~~in assuch ~~Exhibit 99~~filing.2.

The information in this Item 7.01, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On February 10, 2026, the Company announced positive top-line results from its randomized, double-blind, placebo-controlled Phase 2a trial evaluating EVO301. This long-acting fusion protein consisting of an interleukin-18 (“IL-18”) binding protein and an anti-serum albumin Fab-associated domain, achieved highly statistically significant outcomes in adult patients with moderate-to-severe AD. The 70-patient trial was designed to evaluate the safety and efficacy of intravenous dosing of 5mg/kg on day 1 and day 28 (n=48 active, n=22 placebo) over 12 weeks.

Key data highlights include:

Primary Endpoint: The trial met its primary endpoint; a Bayesian success criterion related to the difference between active and placebo in the percent improvement in baseline in the Eczema Area and Severity Index (“EASI”). While the success criterion required at least 75% of the posterior distribution to be an improvement of at least 8% over placebo, the results of the study demonstrated 99.8% of the posterior distribution met that threshold. Furthermore, when analyzed by the more commonly used frequentist method, statistical significance was achieved at weeks 4, 8 and 12 at p<0.01.

% Reduction in EASI at weeks 4, 8 and 12:

Additionally, 23% of patients treated with EVO301 (vs 0% placebo) achieved vIGA-AD 0/1 (percent of patients achieving a score of 0 or 1 on the validated Investigator’s Global Assessment for Atopic Dermatitis with ≥ 2-point reduction from baseline) at week 12.

Pharmacokinetics (“PK”): Consistent with the Phase 1 healthy volunteer trial; PK and target engagement data continue to support a Q4 week dosing regimen.

Safety Profile: EVO301 was well tolerated, with no related serious or severe adverse events reported, no treatment related discontinuations due to adverse events and no meaningful differences in events between the active and placebo groups.

Biomarkers: Robust reduction of both Th2 and non Th2 inflammatory biomarkers in atopic dermatitis including CCL-17 (TARC), CCL-22 and IL-22.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Press Release, dated February 10, 2026, titled "Evommune Announces Positive Top-line Data from Phase 2a Proof-of-Concept Trial of EVO301 in Moderate-to-Severe Atopic Dermatitis"
10.1		Form of Securities Purchase Agreement
99.2		Evommune, Inc. Presentation, dated February 2026
10.2		Form of Registration Rights Agreement
99.1		Press Release, dated February 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the aggregate amount of proceeds to be received from the Private Placement, the closing of the Private Placement and the anticipated use of proceeds from the Private Placement. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q filed with the SEC on December 11, 2025, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law.

SIGNATURES

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

	Evommune, Inc.
Date: February 10, 2026	By:	/s/ Luis Peña
Date: February 13, 2026	By:	/s/ Luis Peña
		Luis Peña
		President and Chief Executive Officer

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