On December 11, 2025, Climb Bio, Inc. (CLYM) entered into an exchange agreement with RA Capital Management, L.P. and an affiliated entity. The 8-K filing disclosed the exchange of 20,440,000 shares of common stock for a pre-funded warrant to purchase 20,440,000 shares of common stock.

The exchange agreement was signed by Climb Bio President and Chief Executive Officer Aoife Brennan and RA Capital Managing Partner Rajeev Shah, according to the filing. The transaction closed on the same date it was executed, December 11, 2025.

Exhibit 4.1 details the form of pre-funded warrant, which carries an exercise price of $0.0001 per share. The warrant was issued without registration under the Securities Act of 1933, relying on the Section 3(a)(9) exemption for exchanges by the issuer with existing security holders.

Exhibit 10.1, the Securities Purchase Agreement, specifies that the number of warrant shares is subject to adjustment for stock splits, recapitalizations, and other similar corporate events. The filing contains no mention of specific drug candidates, clinical trials, or regulatory submissions.