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2026-02-18 2026-02-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2026

MOONLAKE IMMUNOTHERAPEUTICS

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

001-39630

98-1711963

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Dorfstrasse 29

6300 Zug

Switzerland

(Address of Principal Executive Offices and Zip Code)

41 415108022

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A ordinary share, par value $0.0001 per share

MLTX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On February 20, 2026 (the “Amendment Closing Date”), MoonLake Immunotherapeutics (the “Company”), as a guarantor, entered into a first amendment to loan and security agreement (the loan and security agreement, as so amended, the “Amended Loan and Security Agreement”) with its subsidiary, MoonLake Immunotherapeutics AG, as borrower, the other guarantors party thereto, the lenders party thereto (the “Lenders”), and Hercules Capital, Inc., as the administrative agent and collateral agent (the “Agent”) for itself and the Lenders, pursuant to which the parties agreed to amend the loan and security agreement dated March 31, 2025 to, among other things, modify the available tranches, milestone dates and financial covenants. As described below, after giving effect to a $25.0 million draw on the Amendment Closing Date, the remaining tranches under the Amended Loan and Security Agreement provide for an aggregate principal amount of up to $400.0 million of potential future funding. The Amended Loan and Security Agreement provides for six non-dilutive senior secured term loan tranches in the aggregate principal amount of $500.0 million (the “Amended Credit Facility”), consisting of (a) a first tranche consisting of term loans in an aggregate principal amount of $75.0 million, which was fully funded on March 31, 2025, (b) a second tranche in an aggregate principal amount of $25.0 million, which was fully funded on the Amendment Closing Date, (c) subject to the Company’s announcement that the IZAR-1 and IZAR-2 Phase 3 studies of sonelokimab (“SLK”) in patients with active psoriatic arthritis each achieved their protocol-specified primary endpoint and that the efficacy and safety data available to the Company together support the planned commercialization strategy and outlook of the Company (the “Tranche 3 Milestone”), a third tranche with additional term loans in an aggregate principal amount of up to $50.0 million, available on the Tranche 3 Milestone achievement date through the earlier of (i) 60 days following such date and (ii) March 15, 2027, (d) subject to (i) the Company’s announcement that the VELA-1 and VELA-2 Phase 3 studies of SLK in adult patients with moderate to severe hidradenitis suppurativa each demonstrated clinically meaningful improvements across protocol-specified 52-week endpoints and an acceptable safety profile which together support (x) the planned commercialization strategy and outlook of the Company and (y) the filing of the biologics license application (“BLA”) for SLK with the U.S. Food and Drug Administration’s (the “FDA”) for an indication for use generally consistent with the population studied in VELA-1 and VELA-2 of patients with moderate to severe hidradenitis suppurativa as the next immediate step in development, in each case, subject to the Agent’