Cabaletta Bio’s $2.50 Warrants Reach Expiry With Shares Above Exercise Price

Cabaletta Bio’s common stock warrants issued in its June 2025 financing reach their scheduled expiration on Saturday, Sept. 12, with the company’s shares finishing the final trading session before expiry above the $2.50 exercise price. Cabaletta Bio shares closed Friday at $2.73, putting the stock 23 cents, or about 9.2%, above the strike price. The warrants are scheduled to terminate at 5:00 p.m. New York City time on their 15-month anniversary under the warrant form.

The share price matters because the warrants give holders the right to buy Cabaletta shares at $2.50 apiece. A closing price above that level leaves the warrants in the money on a simple intrinsic-value basis, but it does not mean every outstanding warrant will be exercised. Holders still have to decide whether to exercise, and the final number of shares issued and cash received by Cabaletta depends on actual exercises rather than the quoted stock price alone.

Latest filing showed 47.8 million warrants outstanding

Cabaletta’s second-quarter Form 10-Q reported 47,815,090 common stock warrants outstanding as of June 30, 2026. Each carried a $2.50 exercise price and the Sept. 12 expiration date. The filing said 5,275,100 of the common stock warrants had already been exercised by June 30, generating about $13.2 million in proceeds for the company.

That 47.8 million figure is the latest company-disclosed warrant balance available before the expiration date, not a confirmed count of warrants still outstanding on Sept. 12. Cabaletta’s investor-relations filing page lists its Aug. 13 second-quarter report as its latest quarterly filing and its latest current report. The company has not disclosed a later warrant count showing how many additional warrants, if any, were exercised between June 30 and expiration.

The distinction is important for the headline number. Saying that nearly 48 million warrants were due to expire is accurate only as a reference to the latest disclosed balance. It would be too strong to state that all 47.8 million necessarily remained unexercised through Saturday. Some holders may have exercised during July, August or early September, and those exercises would reduce the amount left to lapse at the deadline.

The warrants came from Cabaletta’s 2025 equity financing

The warrants originated with Cabaletta’s June 2025 financing. In the offering announcement, the company priced 39.2 million common shares with accompanying warrants and 10.8 million pre-funded warrants with accompanying common stock warrants. The initial offering carried one accompanying common stock warrant for each share or pre-funded warrant sold, with the common stock warrants exercisable at $2.50 and scheduled to expire 15 months after issuance.

After underwriters purchased additional securities to cover demand, Cabaletta ultimately reported 53,090,190 common stock warrants from the financing. The company recorded about $93.6 million in aggregate net proceeds from the 2025 offering before any later warrant exercises. By March 31, 2026, 2,775,100 common stock warrants had been exercised. Another 2.5 million were exercised during the second quarter, bringing the cumulative total to 5,275,100 by June 30.

At the June 30 balance, full cash exercise of the remaining 47,815,090 warrants would have produced roughly $120 million in additional gross proceeds, according to Cabaletta. That was a theoretical maximum tied to the disclosed balance, not expected revenue. The company explicitly warned that warrant holders were not obligated to exercise and that Cabaletta could receive little or no additional cash from the instruments.

The potential share issuance was also large relative to Cabaletta’s equity base. The company reported 169,545,445 common shares outstanding as of Aug. 7. The June 30 warrant balance was equal to about 28% of that later-reported share count. Exercises increase the number of common shares outstanding, so the warrants represented a meaningful potential source of dilution as well as a possible source of cash.

Friday’s close left a cushion above the strike, but not a wide one

CABA’s $2.73 Friday close left the stock above the $2.50 exercise price going into the weekend deadline. The stock traded between roughly $2.67 and $2.89 during Friday’s regular session, according to market data reviewed by MarketReview, and finished down slightly on the day. A week earlier, on Sept. 4, the shares had closed at $3.47, so the gap over the warrant strike narrowed materially during the final week before expiry.

For warrant holders, that narrower cushion can matter because the economic decision is not simply whether the last quoted share price exceeds $2.50. Holders have to consider the exercise payment, settlement timing, the market price they expect for the resulting shares and any applicable ownership limits or other warrant terms. Cabaletta’s own filings noted that holders were unlikely to exercise voluntarily unless the stock price was above the exercise price, while also cautioning that a price above the strike did not guarantee meaningful proceeds.

The financing context has also changed since the warrants were issued. In May 2026, Cabaletta sold 51.725 million common shares at $2.90 each in a separate underwritten offering, raising about $140.2 million in net proceeds. The company ended June with approximately $225.1 million in cash, cash equivalents and short-term investments and said that balance was expected to fund its operating plan into mid-2027. That means warrant exercises could still add capital, but Cabaletta was no longer relying on the 2025 warrants as its only near-term financing source.

Cabaletta is a late-stage clinical biotechnology company developing rese-cel, an investigational CD19 CAR T-cell therapy for autoimmune diseases. Its cash needs remain tied to clinical development and preparations for potential regulatory submissions, including registrational work in myositis and systemic sclerosis. The company reported $44.4 million of research and development expense in the second quarter, up from $37.6 million a year earlier.

The immediate financial question after the Sept. 12 deadline is therefore not whether the stock finished above the strike, which it did, but how much of the remaining warrant overhang converted into shares before expiration. Cabaletta has not yet disclosed that final figure. Until it does, the 47.8 million June 30 balance should be treated as the last reported reference point rather than the number that definitively expired.