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0001735438
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2026-04-16
2026-04-16
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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):
April 16, 2026
MeiraGTx Holdings plc
(Exact name of registrant as specified in
its charter)
| Cayman Islands |
001-38520 |
98-1448305 |
(State or other jurisdiction of incorporation
or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
655 Third Avenue, Suite
1115
New York, NY 10017
(Address of principal executive offices) (Zip code)
(646) 860-7985
(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 |
| Ordinary Shares, $0.00003881 par value per share |
|
MGTX |
|
The 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 1.01. |
Entry into a Material Definitive Agreement. |
On April 16, 2026, MeiraGTx
Holdings plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities,
Inc. and Goldman Sachs & Co. LLC (the “Underwriters”), in connection with the issuance and sale by the Company in an offering
of 11,111,111 ordinary shares of the Company (the “Shares”) at an offering price of $9.00 per share, less underwriting discounts
and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276183) and a related prospectus
supplement filed with the Securities and Exchange Commission (the “SEC”). All of the Shares are being sold by the Company.
The closing of the offering is expected to occur on April 17, 2026, subject to customary closing conditions.
The Company expects to receive
net proceeds from the offering of approximately $93.3 million, after deducting underwriting discounts and commissions and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds of this offering for general corporate purposes, including
working capital and capital expenditures. Based on the planned use of proceeds, the Company believes that the net proceeds from this offering,
together with its existing cash and cash equivalents, will be sufficient to enable it to fund its operating expenses and capital expenditure
requirements, including potential commercial launches of bota-vec for the treatment of X-linked retinitis pigmentosa and AAV-hAQP1 for
the treatment of radiation-induced xerostomia, in each case if approved, into the second half of 2028.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
The representations, warranties
and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations
agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors
with information regarding the terms of the Underwriting 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.
Walkers (Cayman) LLP, Cayman
Islands counsel to the Company, has issued an opinion to the Company, dated April 16, 2026, regarding the validity of the ordinary shares
to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking
statements, including, without limitation, statements regarding the completion of this offering, the Company’s expected use of
proceeds, if any, from this offering, and the sufficiency of the proceeds from this offering and the Company’s cash and cash
equivalents to fund operations as well as statements that include the words “expect,” “will,”
“intend,” “plan,” “believe,” “project,” “forecast,”
“estimate,” “may,” “could,” “should,” “would,” “continue,”
“anticipate,” “eligible” and similar statements of a future or forward-looking nature. These forward-looking
statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve
known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements,
including, but not limited to, risks and uncertainties associated with the completion of the offering on the anticipated terms or at
all, market conditions, satisfaction of customary closing conditions related to the offering; risks related to the Company’s
product candidate development and operations; and the other important factors discussed under the caption “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to
time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and
other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made
in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current
Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law,
it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, one should not assume that the
Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking
statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date
subsequent to the date of this Current Report.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated April 16, 2026, by and among the Company, BofA Securities, Inc., and Goldman Sachs & Co. LLC. |
| |
|
|
| 5.1 |
|
Opinion of Walkers (Cayman) LLP. |
| |
|
|
| 23.1 |
|
Consent of Walkers (Cayman) LLP (included in Exhibit 5.1) |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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.
| Date: April 16, 2026 |
MEIRAGTX HOLDINGS PLC |
| |
|
| |
/s/ Richard Giroux |
| |
Richard Giroux |
| |
Chief Financial Officer and Chief Operating Officer |
