8-K

Date: November 14, 2024

/s/ Rohan Palekar

Rohan Palekar

Chief Executive Officer

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): November 12, 2024

89bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39122

36-4946844

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

655 Montgomery, Suite 1500

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

(415) 432-9270

(Registrant’s telephone number, including area code)

Not Applicable

(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, par value $0.001 per share

ETNB

The Nasdaq Global 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 1.01

Entry into a Material Definitive Agreement

On November 12, 2024, 89bio, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Goldman Sachs & Co. LLC, Leerink Partners LLC, and Evercore Group L.L.C., as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 11,455,882 shares of the Company’s common stock at a public offering price of $8.50 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,250,000 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a public offering price of $8.499 per share, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 2,205,882 shares of its common stock at the public offering price, less the underwriting discounts and commissions.

The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The net proceeds from the Offering are expected to be approximately $118.4 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-272144), which became effective on May 23, 2023. A final prospectus supplement dated November 12, 2024 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on November 13, 2024. The Offering is expected to close on November 14, 2024.

In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of November 12, 2024, by and among 89bio, Inc., Goldman Sachs & Co. LLC, Leerink Partners LLC and Evercore Group L.L.C.

4.1		Form of Pre-Funded Warrant

5.1		Opinion of Gibson, Dunn & Crutcher LLP

23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

104		The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.

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.

SEC Form 8-K filed by 89bio Inc.