Avalo Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
$AVTX
Biotechnology: Pharmaceutical Preparations
Health Care
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): June 3, 2025
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Item 1.01. Entry into a Material Definitive Agreement.
On June 5, 2025, Avalo Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as sales agent, pursuant to which the Company may offer and sell, from time to time through TD Cowen, shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $75.0 million (the “Offering”). The issuance and sale of shares in the Offering, if any, by the Company under the Agreement will be pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-271225) filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2023 (the “Registration Statement”) and declared effective by the SEC on May 2, 2023, the prospectus supplement relating to the Offering filed with the SEC on June 5, 2025, and any applicable additional prospectus supplements related to the Offering that form a part of the Registration Statement.
The Company has agreed to pay TD Cowen a commission for its services in acting as sales agent in the Offering in the amount of up to 3.0% of gross proceeds from the sale of the shares pursuant to the Agreement. The Company has also agreed to provide TD Cowen with customary indemnification and contribution rights.
Subject to the terms and conditions of the Agreement, TD Cowen will use its commercially reasonable efforts to sell the shares from time to time, based upon the Company’s instructions, by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company or TD Cowen may suspend or terminate the Offering upon notice to the other party and subject to other conditions.
The Company is not obligated to make any sales of its common stock under the Agreement. The Offering will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The opinion of Wyrick Robbins Yates & Ponton LLP, the Company’s legal counsel, regarding the validity of the shares of common stock to be offered and sold under the Agreement is filed as Exhibit 5.1 hereto. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in May 2023, the Company entered into a Sales Agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) as sales agent, which the Company and Oppenheimer amended in August 2023 (as amended, the “Initial Agreement”), pursuant to which the Company was permitted to offer and sell, from time to time through Oppenheimer, shares of the Company’s common stock having an aggregate offering price of up to $50.0 million.
On June 3, 2025, the Company delivered written notice to Oppenheimer to terminate the Initial Agreement and the offering of shares contemplated thereby, effective no later than June 4, 2025, pursuant to Section 11(b) of the Initial Agreement. The Company is not subject to any termination penalties related to the termination of the Initial Agreement.
Following the termination of the Initial Agreement, the Company may not offer or sell any additional shares of its common stock under the Initial Agreement or the related prospectus supplement, dated May 4, 2023.
The foregoing description of the Initial Agreement is not complete and is qualified in its entirety by reference to the full text of the Initial Agreement, including Amendment No.1 thereto, copies of which were filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2023 and August 7, 2023, respectively, and both of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits:
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | The cover pages of this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
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SIGNATURE
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.
AVALO THERAPEUTICS, INC. | |||||||||||
| Date: June 5, 2025 | By: | /s/ Christopher Sullivan | |||||||||
| Christopher Sullivan | |||||||||||
| Chief Financial Officer | |||||||||||
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