UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On February 9, 2026, Sutro Biopharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell 7,868,383 shares of its common stock (the “Shares”) to the Underwriters (the “Offering”). The Shares will be sold at an offering price of $13.98 per share. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-275525) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on November 13, 2023 and declared effective by the SEC on November 21, 2023, and a related prospectus supplement.
The Company estimates that the gross proceeds from the Offering will be approximately $110.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses. Combined with the Company’s cash, cash equivalents and marketable securities as of January 1, 2026, the additional $110.0 million will provide for capital resources of approximately $251.4 million. The Company intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, primarily for general corporate purposes, which may include funding research, clinical and process development and manufacturing of its product candidates, increasing its working capital, acquisitions or investments in businesses, products or technologies that are complementary to the Company, capital expenditures and other general corporate purposes. Based on our planned use of the net proceeds from this offering, the Company estimates such funds will be sufficient to fund to the Company’s operating expenses and capital expenditures into the second quarter of 2028. The Company expects the Offering to close on February 11, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this report and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 7.01 Regulation FD Disclosure
On February 10, 2026, the Company will be disclosing an updated corporate presentation. A copy of the corporate presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. The corporate presentation will also be available on the Company’s website in the Investors section at https://www.sutrobio.com/corporate-presentation/.
The information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement dated February 9, 2026 | |
| 5.1 | Opinion of Fenwick & West LLP | |
| 23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | |
| 99.1 | Corporate Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the Company’s preliminary estimates of cash, cash equivalent and marketable securities as of January 1, 2026, the expected net proceeds of the Offering, the Company’s estimated cash runway following the Offering; the anticipated use of proceeds of the Offering, and the satisfaction of customary closing conditions related to the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company’s filings with the SEC, including its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2025, filed with the SEC on November 6, 2025, the prospectus supplement related to the Offering, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
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.
| Sutro Biopharma, Inc. | ||||||
| Date: February 10, 2026 | By: | /s/ Greg Chow | ||||
| Greg Chow | ||||||
| Chief Financial Officer | ||||||