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8-K2026-05-08· grok-4-1-fast-non-reasoning

ARTV · Artiva Biotherapeutics, Inc.

0001193125-26-214711

SEC filing

Summary

Artiva Biotherapeutics entered into an underwriting agreement to issue and sell 23,871,526 shares of common stock at $11.52 per share and pre-funded warrants to purchase 2,170,138 shares, expecting approximately $300.0 million in gross proceeds.

Key takeaways

Full analysis

Artiva Biotherapeutics, Inc. announced a significant capital raise through a public offering under its effective Form S-3 registration statement (File No. 333-289325). The company entered into an underwriting agreement on May 8, 2026, with Jefferies LLC, TD Securities (USA) LLC, and Cantor Fitzgerald & Co. acting as representatives for the underwriters. This transaction involves the sale of 23,871,526 shares of common stock, par value $0.0001 per share, priced at $11.52 each, alongside pre-funded warrants to purchase 2,170,138 shares at $11.5199 per warrant, reflecting the share price minus the nominal $0.0001 exercise price. All securities are sold directly by the company, with gross proceeds anticipated at $300.0 million prior to deductions for underwriting discounts, commissions, and offering expenses. The closing is targeted for May 11, 2026, contingent on standard closing conditions. The pre-funded warrants provide flexibility for investors, exercisable immediately post-issuance but capped at 4.99% or 9.99% beneficial ownership (with affiliates), adjustable to a maximum of 19.99% upon 61 days' notice. This offering provides substantial liquidity to support the company's biotherapeutics development pipeline, with legal validity confirmed by Cooley LLP's opinion. The agreement includes standard protections such as indemnification under the Securities Act. Investors should note forward-looking elements regarding completion and proceeds are subject to market conditions and closing conditions, with risks detailed in recent SEC filings.