Rapid Micro Biosystems Announces Pricing of Up to Approximately $32 Million Underwritten Offering
LEXINGTON, Mass., May 18, 2026 (GLOBE NEWSWIRE) -- Rapid Micro Biosystems, Inc. ("Rapid Micro Biosystems") (NASDAQ:RPID), an innovative life sciences technology company providing mission-critical automation solutions to facilitate the efficient manufacturing and fast, safe release of healthcare products, today announced the pricing of its underwritten offering consisting of 3,581,000 shares of its Class A common stock and accompanying Series A warrants to purchase an aggregate of 3,581,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and Series B warrants to purchase an aggregate of 3,581,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), and (ii) in lieu of common stock, to certain investors, pre-funded warrants, with an exercise price of $0.01 per share, to purchase an aggregate of up to 1,463,000 shares of its Class A common stock and accompanying Series A warrants to purchase an aggregate of 1,463,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and Series B warrants to purchase an aggregate of 1,463,000 shares of Class A common stock (or pre-funded warrants in lieu thereof). The Class A common stock and pre-funded warrants are being sold in combination with accompanying Series A and Series B warrants, each representing the right to purchase one share of Class A common stock (or a pre-funded warrant in lieu thereof). The accompanying warrants consist of (i) Series A warrants with an exercise price of $1.955 per share that is exercisable six months from the date of issuance and will expire one year from the date of issuance and (ii) Series B warrants with an exercise price of $2.34 per share that is exercisable six months from the date of issuance and will expire five years from the date of issuance. The combined offering price of each share of Class A common stock and accompanying Series A and Series B warrants is $1.955, representing the Company's last sale price on May 18, 2026. The combined offering price of each pre-funded warrant and accompanying Series A and Series B warrants is $1.945. Bain Capital Life Sciences, an existing investor, and Armistice Capital LLC, a healthcare-focused institutional investor, are participating in the offering.
In addition to the shares sold in the underwritten offering described above, Rapid Micro Biosystems has entered into a securities purchase agreement with certain of its officers and directors providing for the concurrent sale of 71,607 shares of Class A common stock and accompanying Series A warrants to purchase an aggregate of 71,607 shares of Class A common stock (or pre-funded warrants in lieu thereof) with an exercise price of $1.955 per share and Series B warrants to purchase an aggregate of 71,607 shares of Class A common stock (or pre-funded warrants in lieu thereof) with an exercise price of $2.34 per share, at a combined price of $1.955, in a separate registered direct offering.
All of the shares, pre-funded warrants and accompanying Series A and Series B warrants in the offering and concurrent registered direct offering being sold by Rapid Micro Biosystems. The gross proceeds to Rapid Micro Biosystems from the offering and concurrent registered direct offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $9.8 million. If all of pre-funded warrants, Series A warrants and Series B warrants sold in this offering are exercised for Class A common stock in cash, we expect to receive an additional $21.7 million. The offering is expected to close on May 20, 2026, subject to the satisfaction of customary closing conditions.
TD Cowen and Lake Street Capital Markets, LLC are acting as joint book-running managers for the offering.
The shares of Class A common stock, pre-funded warrants and accompanying Series A and Series B warrants and shares of Class A common stock (or pre-funded warrants in lieu thereof) issuable upon the exercise of the Series A and Series B warrants are being offered by Rapid Micro Biosystems in the offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276081), that was previously filed with the U.S. Securities and Exchange Commission ("SEC") on December 15, 2023 and declared effective on December 26, 2023. The final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available for free on the SEC's website located at http://www.sec.gov.
Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may also be obtained from: TD Securities (USA) LLC by mail at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, TDManualrequest@broadridge.com; or by accessing the SEC's website at www.sec.gov.
The concurrent registered direct offering is anticipated to close on a date agreed to between the parties, subject to the satisfaction of customary closing conditions.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Rapid Micro Biosystems
Rapid Micro Biosystems is an innovative life sciences technology company providing mission critical automation solutions to facilitate the efficient manufacturing and fast, safe release of healthcare products such as biologics, vaccines, cell and gene therapies, and sterile injectables. The Company's flagship Growth Direct system automates and modernizes the antiquated, manual microbial quality control ("MQC") testing workflows used in the largest and most complex pharmaceutical manufacturing operations across the globe. The Growth Direct system brings the quality control lab to the manufacturing floor, unlocking the power of MQC automation to deliver the faster results, greater accuracy, increased operational efficiency, better compliance with data integrity regulations, and quicker decision making that customers rely on to ensure safe and consistent supply of important healthcare products. The Company is headquartered Lexington, Massachusetts and has U.S. manufacturing in Lowell, Massachusetts, with global locations in Switzerland, Germany, and the Netherlands.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Rapid Micro Biosystems' beliefs and expectations regarding the offering; uncertainties related to market conditions and statements regarding timing, size and expected proceeds of the offering, and Rapid Micro Biosystems' research, development and regulatory plans, the progress of ongoing and upcoming clinical trials and the timing of such events. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Any forward-looking statements in this press release are based on management's current expectations and beliefs of future events and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to completion of the offering and concurrent registered direct offering on the anticipated terms, or at all, market conditions and statements regarding the expected gross proceeds of the offering and concurrent registered direct offering, timing of closing of the offering and concurrent registered direct offering, the satisfaction of customary closing conditions related to the offering and sale of securities and Rapid Micro Biosystems' ability to complete the offering and registered direct offering. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in Rapid Micro Biosystems' most recent annual report on Form 10-K filed on March 12, 2026 and subsequent quarterly reports on Form 10-Q, filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Rapid Micro Biosystems' other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the offering filed with the SEC. Any forward-looking statements contained in this press release represent Rapid Micro Biosystems' views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Rapid Micro Biosystems explicitly disclaims any obligation to update any forward-looking statements, except as required by law.
Contact: Investor Contact: Michael Beaulieu, CFA Vice President, Investor Relations and Corporate Communications investors@rapidmicrobio.com Media Contact: media@rapidmicrobio.com
