{"filing":{"accession_number":"0001193125-26-405297","cik":"0001802369","ticker":null,"company_name":"ADARx Pharmaceuticals, Inc.","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-28","primary_document":"d186630d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1802369/000119312526405297/d186630d8k.htm"},"events":[{"id":35417,"run_id":32620,"accession_number":"0001193125-26-405297","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"ADARx completed its IPO on September 28, 2026, issuing 26.25 million registered shares at $17.00 per share for approximately $446.3 million in gross proceeds, concurrent with a private placement of 5,255,542 unregistered shares to AbbVie Inc. at the same price for approximately $89.3 million. The combined equity issuance of approximately $535.6 million represents a material capital raise and significant dilution to existing shareholders.","company_name":"ADARx Pharmaceuticals, Inc.","ticker":null,"filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39452,"accession_number":"0001193125-26-405297","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"ADARx sold 5,255,542 unregistered shares of common stock to AbbVie Inc. in a private placement concurrent with its IPO, raising approximately $89.3 million at $17.00 per share. The disclosure explicitly states the shares were issued pursuant to Section 4(a)(2) of the Securities Act and were not registered, which is the hallmark of a dilutive private placement. This is material to investors as it represents a significant equity issuance and strategic investment by a major pharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39454,"accession_number":"0001193125-26-405297","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"ADARx closed an IPO of 26.25 million shares at $17.00/share generating ~$446.3 million in gross proceeds, plus a concurrent private placement generating ~$89.3 million. While an IPO is a registered offering (distinct from the unregistered private placements typically classified as dilutive_issuance), the combined effect is a material capital raise through equity issuance that significantly dilutes existing shareholders. The private placement component is explicitly unregistered and fits the dilutive_issuance taxonomy; the IPO itself, though registered, is part of the same financing event and materially affects the registrant's capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35418,"run_id":32620,"accession_number":"0001193125-26-405297","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"ADARx amended its Certificate of Incorporation and Bylaws in connection with the IPO closing on September 28, 2026. These routine governance document amendments were pre-approved by the Board and stockholders and are standard administrative filings required upon going public.","company_name":"ADARx Pharmaceuticals, Inc.","ticker":null,"filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39453,"accession_number":"0001193125-26-405297","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns routine amendments to the Certificate of Incorporation and Bylaws in connection with the IPO closing on September 28, 2026. While the IPO itself is material, these governance document amendments are standard administrative filings required upon going public and do not represent a material event independent of the IPO. The amendments were pre-approved by the Board and stockholders and are fully described in the prospectus filed on September 25, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39452,"accession_number":"0001193125-26-405297","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"ADARx sold 5,255,542 unregistered shares of common stock to AbbVie Inc. in a private placement concurrent with its IPO, raising approximately $89.3 million at $17.00 per share. The disclosure explicitly states the shares were issued pursuant to Section 4(a)(2) of the Securities Act and were not registered, which is the hallmark of a dilutive private placement. This is material to investors as it represents a significant equity issuance and strategic investment by a major pharmaceutical company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"ADARx Pharmaceuticals, Inc.","ticker":null,"filing_date":"2026-09-28"},{"id":39453,"accession_number":"0001193125-26-405297","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"This disclosure concerns routine amendments to the Certificate of Incorporation and Bylaws in connection with the IPO closing on September 28, 2026. While the IPO itself is material, these governance document amendments are standard administrative filings required upon going public and do not represent a material event independent of the IPO. The amendments were pre-approved by the Board and stockholders and are fully described in the prospectus filed on September 25, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"ADARx Pharmaceuticals, Inc.","ticker":null,"filing_date":"2026-09-28"},{"id":39454,"accession_number":"0001193125-26-405297","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"ADARx closed an IPO of 26.25 million shares at $17.00/share generating ~$446.3 million in gross proceeds, plus a concurrent private placement generating ~$89.3 million. While an IPO is a registered offering (distinct from the unregistered private placements typically classified as dilutive_issuance), the combined effect is a material capital raise through equity issuance that significantly dilutes existing shareholders. The private placement component is explicitly unregistered and fits the dilutive_issuance taxonomy; the IPO itself, though registered, is part of the same financing event and materially affects the registrant's capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-28T20:04:03.425108+00:00","company_name":"ADARx Pharmaceuticals, Inc.","ticker":null,"filing_date":"2026-09-28"}]}