{"url_path":"/sec/exoz/8-k/2026-06-17/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2010788/0001493152-26-029119-index.html","accession_number":"0001493152-26-029119","cik":"0002010788","ticker":"EXOZ","issuer_name":"EXOZYMES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2010788/0001493152-26-029119-index.html","primary_entity_key":"0002010788","primary_entity_name":"EXOZYMES INC."},"word_count":409,"has_tables":true,"body_markdown":"**Item\n1.01**\n**Entry\ninto a Material Definitive Agreement.**\n\n \n\n**Underwritten\nOffering**\n\n \n\neXoZymes\nInc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of June\n5, 2026, with Public Ventures LLC, doing business as MDB Capital (“MDB”), as the sole underwriter and book runner, pursuant\nto which the Company issued and sold, in\na firm commitment underwritten offering (the “Offering”), an\naggregate of 592,270 shares of common stock (the “Shares”), $0.000001 par value per share (the “Common Stock”),\nof the Company and warrants to purchase up to an additional 296,135 shares of Common Stock (the “Warrants”). The Shares and\nWarrants were sold as a unit of two shares and one Warrant, immediately separable and deliverable. The offering price of the unit was\n$18.00. The Warrants were issued pursuant to a Warrant Agent Agreement (“Warrant Agent Agreement”) between the Company and\nVStock Transfer, LLC, as warrant agent, dated June 5, 2026. The Offering closed on June 9, 2025.\n\n \n\nThe\nCompany granted a 45-day option to MDB to purchase up to 88,840 additional shares of common stock and 44,420 additional Warrants to cover\nover-allotments, exercisable as a unit of two shares of common stock and one Warrant, representing up to 15% of the units sold in the\nOffering. One\nJune 17, 2026, MDB exercised a portion of the over-allotment option purchasing 34,440\nunits, consisting of 68,880 shares of Common Stock and 34,440 Warrants (the “Over-Allotment Units”).\n\n \n\nInclusive of the\nproceeds from sale of the Over-Allotment Units, the Company received gross proceeds from the Offering of approximately $5.95 million,\nbefore deducting underwriting discounts and commissions and estimated expenses payable by the Company.\n\n \n\nThe\nCompany plans to use the net proceeds from the Offering to support development and commercialization activities related to N-trans-caffeoyltyramine\n(“NCT”), advance additional product opportunities, fund research and development activities, and for working capital and\nother general corporate purposes.\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 was\ndeclared effective on January 23, 2026, and a related base prospectus and final prospectus supplement thereunder filed on June 8, 2026.\n\n \n\nThe\nforegoing descriptions of the terms and conditions of the Underwriting Agreement and Warrant Agent Agreement do not purport to\nbe complete and are qualified in their entirety by the full text of each of such documents, copies of which incorporated herein\nby reference from the Current Report on Form 8-K, filed by the Company on June 8, 2026."}