{"url_path":"/sec/exoz/8-k/2026-06-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2010788/0001493152-26-027688-index.html","accession_number":"0001493152-26-027688","cik":"0002010788","ticker":"EXOZ","issuer_name":"EXOZYMES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2010788/0001493152-26-027688-index.html","primary_entity_key":"0002010788","primary_entity_name":"EXOZYMES INC."},"word_count":1299,"has_tables":true,"body_markdown":"**Item\n1.01**\n**Entry\ninto a Material Definitive Agreement.**\n\n \n\n**Underwritten\nOffering**\n\n \n\n*Underwriting*\n\n \n\nOn\nJune 5, 2026, eXoZymes Inc. (the “Company”) entered into (i) an Underwriting Agreement (the “Underwriting Agreement”),\ndated as of June 5, 2026, with MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant to which the Company\nagreed to issue and sell, in a firm commitment underwritten offering (the “Offering”) an aggregate of 592,270 shares of common\nstock (the “Shares”), $0.000001 par value per share (the “Common Stock”), of the Company and 292,135 warrants\nto purchase up to an aggregate of 292,135 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold as a\nunit of two shares and one warrant, immediately separable and deliverable. The Underwriting Agreement includes an overallotment option\nexercisable by MDB for an additional ___ 88,840 shares of Common Stock and 44,420 Warrants, exercisable as a unit. The offering price\nof the unit was $18.00. The gross proceeds to the Company from the Offering are expected to be approximately $5,330,430, before commissions\nof $373,130. If the over-allotment option is exercised in full, the gross proceeds to the Company will be $6,129,990, before\ncommissions of $429,099. The offering expenses are estimated to be $253,000.\n\n \n\nLucid\nCapital Markets acted as the ‘Qualified Independent Underwriter” for the Offering.\n\n \n\nThe\nOffering is expected to close on or about June 9, 2026, subject to the satisfaction of customary closing conditions. The Company currently\nplans to use the net proceeds from the Offering to further develop the opportunities associated with the NCT business and products developed\nunder the NCT technology, next in line products, research and development and general corporate purposes, working capital and capital\nexpenditures.\n\n \n\nThe\nUnderwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities\nAct”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in\nthe Underwriting Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit\nof the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe\nOffering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-292781), which\nwas declared effective on January 23,2026, and a related base prospectus and final prospectus supplement thereunder dated June 5,\n2026.\n\n \n\n*Warrant\nTerms*\n\n \n\nEach\nWarrant will be exercisable commencing the one-year anniversary of the date of the offering at an exercise price of $11.24 per share\n(“Exercise Price”) and will expire on the five-year anniversary of the date of the offering. The Warrants may be called for\nredemption, commencing the one-year anniversary of the closing date of this offering, provided that there is an effective registration\nstatement for the resale of the shares of common stock underlying the Warrants. Subject to the foregoing condition, the Company may only\ncall the Warrants for redemption, once the Warrants are exercisable, if and when a share of common stock trades at or greater than $17.98\non any twenty (20) trading days during any thirty (30) trading day period. Notice of redemption shall be given not less than 30 days\nprior to the date of redemption. Warrant holders will be able to exercise their Warrants through the date of redemption. The Warrant\nredemption price is $.01 per Warrant. There will be no broker protect period.\n\n \n\n \n\n \n\n \n\nThe\nExercise Price of a Warrant will be reset (the “Warrant Reset”), in addition to any other adjustments thereto as provided\nherein, in the event the Company sells in a public or private offering (other than pursuant to an equity incentive plan adopted by the\nboard of directors) before the first anniversary of the date of the Underwriting Agreement for this Offering (the “Commencement\nDate”) additional shares of common stock, or preferred stock or other securities convertible into shares of common stock, at a\nper share price (or equivalent) at less than the per share offering price of $8.99 in the Offering. In that event, the Exercise Price\nwill reset to a per share price of $0.001. Once reset, there will be no further resets for subsequent offerings.\n\n \n\nTo\nqualify for the Warrant Reset, if any, an original purchaser of a unit in this Offering (the “Original Purchaser”) must be\nable to demonstrate that it has held all the shares of common stock included in the units it acquired in the Offering (the “Offered\nShares”) up until the date of the Warrant Reset event, if any (the “Holding Period”). If there is a Warrant Reset,\nthen the Company will give prompt notice of the Warrant Reset and the date of the event to the holders of Warrants, and the holders of\nthe Warrants that qualify as having been an Original Purchaser holding all their shares of common stock acquired in the Offering for\nthe full Holding Period, will be required to submit to the Warrant Agent their outstanding Warrants for cancellation and re-issue with\nthe adjusted terms within thirty (30) calendar days of the date of the Company notice. Failure to submit the Warrant for exchange will\nterminate the right to the Warrant Reset. The new warrant will be issued by the Warrant Agent. After the date of the Warrant Reset, the\nHolding Period will terminate and the Original Purchaser will have no further requirement to hold the Offered Shares.\n\n \n\nExcept\nfor those permitted transfers described below, to qualify for the Warrant Reset, if any the Offered Shares may not be transferred, assigned,\nsubject to pledge or be otherwise alienated (which includes having the Offered Shares subject to market options, swaps and other derivative\nsecurities that transfer the value thereof) during the Holding Period. Except for the permitted transfers, the Original Purchaser will\nimmediately and automatically forfeit the Warrant Reset provision if the Original Purchaser transfers, assigns pledges or otherwise alienates\nthe Offered Shares during the Holding Period. Notwithstanding the foregoing restrictions the following transfers of Offered Shares during\nthe Holding Period are allowed:\n\n \n\n \n●\nTransfers\nmade by will or operation of law on the Original Purchaser’s death, to the Original Purchaser’s spouse, ex-spouse, child,\ngrandchild, stepchild, or other testamentary dispositions, or\n\n \n●\nA\ntransfer made pursuant to a court order or bona-fide settlement agreement of the parties with a beneficial interest in the Offered\nShares, or\n\n \n●\nA\ntransfer made to a trust or other similar estate planning entity for the benefit of the Original Purchaser and immediate members\nof his family, or\n\n \n●\nA\ntransfer made pursuant to a “required minimum distribution” from an account held by the Original Purchaser, or\n\n \n●\nA\ntransfer or transfers made on liquidation of any corporation, trust or other entity that is the Original Purchaser.\n\n \n\nTo\nretain the benefit of the Warrant Reset provision upon any of these occurrences the transferee must notify the Company and the transfer\nagent, if applicable, on transfer and present reasonable proof or support for the allowed transfer, such as a death certificate, court\norder or certificate of liquidation from an appropriate office of the state government, executed agreement and other documents reasonably\nrequested and acceptable in the judgement of the Company.\n\n \n\nThe\nCompany entered into a Warrant Agent Agreement\nwith VStock Transfer, LLC to act as the warrant agent and warrant registrar.\n\n \n\n*Documents\nFiled*\n\n \n\nThe\nlegal opinion of Spencer Fane LLP relating to the Shares is filed herewith as Exhibit 5.1.\n\n \n\nThe\nforegoing descriptions of the terms and conditions of the Underwriting Agreement and Warrant Agent\nAgreement do not purport to be complete and are qualified in\nits entirety by the full text of each of such documents, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively,\nand incorporate by reference herein."}