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 Earliest Event Reported):

October 25, 2021

 

 

Theseus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40869   83-0712806
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

245 Main Street

Cambridge, Massachusetts

  02142
(Address of Principal Executive Offices)   (Zip Code)

(857) 400-9491

(Registrant’s telephone number, including area code)

 

 

 

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, par value $0.0001 per share   THRX  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 8.01

Other events.

On October 25, 2021, the underwriters of the previously announced initial public offering of common stock of Theseus Pharmaceuticals, Inc. (the “Company”) exercised their option to purchase an additional 1,171,990 shares of common stock from the Company. The partial exercise of the over-allotment option closed on October 27, 2021, resulting in additional gross proceeds to the Company of approximately $18.8 million, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. After giving effect to this partial exercise of the over-allotment option, the total number of shares of common stock sold by the Company in the initial public offering increased to 11,172,190 shares and total gross proceeds increased to approximately $178.8 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

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.

 

Theseus Pharmaceuticals, Inc.
By:   /s/ Bradford D. Dahms
  Name: Bradford D. Dahms
  Title: Chief Financial Officer

Date: October 27, 2021

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