On December 11, 2025, Climb Bio, Inc. entered into an exchange agreement with RA Capital Management and its affiliate, wherein 20,440,000 shares of Climb Bio’s common stock were exchanged for a pre-funded warrant to purchase an equivalent number of shares. This transaction, which is exempt from registration under the Securities Act, will result in RA Capital and its affiliates holding approximately 23% of the company’s voting power. The agreement includes provisions to prevent RA Capital from exceeding 33% ownership of the company’s stock, ensuring a balanced voting power among shareholders.
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