MRLN 8-K — Smart Summary

On April 29, 2026, Merlin, Inc. entered into a Securities Purchase Agreement for a private placement of 8 million shares of common stock and warrants exercisable for 4 million shares, for aggregate gross proceeds of approximately $80 million, with an expected closing date of May 1, 2026. In connection with the private placement, the Company also entered into a Second Amended and Restated Registration Rights Agreement obligating it to file a registration statement within 30 calendar days of execution.

• Securities Purchase Agreement — Merlin, Inc. (Company) and the Purchaser named therein; dated April 29, 2026; private placement of 8 million shares of common stock at $10.00 per share and warrants exercisable for 4 million shares of common stock; aggregate gross proceeds of approximately $80 million; expected closing May 1, 2026; exempt from Securities Act registration under Section 4(a)(2); Purchaser is an accredited investor acquiring Securities as principal for its own account
• Second Amended and Restated Registration Rights Agreement — Merlin, Inc. and Holders of at least a majority in interest of aggregate Registrable Securities; amends and restates the Amended and Restated Registration Rights Agreement dated March 16, 2026; Company agreed to file a registration statement with the SEC on or prior to the 30th calendar day following execution (subject to certain exceptions) covering resale of Registrable Securities including the Securities and Underlying Shares; Company to use commercially reasonable efforts to have Registration Statement declared effective and to keep it effective until all registrable securities are no longer Registrable Securities

• Customary Closing Conditions — closing of the private placement and issuance of Securities subject to satisfaction of customary closing conditions; expected closing date May 1, 2026

• Section 4(a)(2) — Securities Act of 1933, exemption for transactions by an issuer not involving any public offering; Purchaser represented it is an accredited investor within the meaning of Rule 501(a) of Regulation D, acquiring Securities as principal for its own account and not with a view to distributing or reselling; no general solicitation by the Company or its representatives

• Gross Proceeds — approximately $80 million from the private placement
• Share Price — $10.00 per share for 8 million shares of common stock
• Warrants — exercisable for an aggregate of 4 million shares of common stock
• Use of Proceeds — to support revenue generation and long-term value creation, including advancing and expanding Merlin's core platform development, funding regulatory approval activities, scaling program capacity, and supporting execution and expansion of existing and new customer contracts
• Anti-dilution Adjustments — issuance of Securities expected to result in an adjustment to the conversion price of the Company's 12.0% Series A Cumulative Convertible Preferred Stock pursuant to anti-dilution provisions, as well as a corresponding adjustment to the exercise price of certain existing warrants to purchase common stock

• Common Stock — 8,000,000 shares at $10.00 per share, aggregate gross proceeds of approximately $80 million, purchaser named in the Purchase Agreement, date of agreement April 29, 2026 with expected closing May 1, 2026
• Common Stock Purchase Warrants — exercisable for an aggregate of 4,000,000 shares of Common Stock (Underlying Shares), issued to the Purchaser in connection with the Private Placement, expected closing May 1, 2026

• Core platform development — portion of net proceeds from approximately $80 million gross, to advance and expand Merlin's core platform development
• Regulatory approval activities — portion of net proceeds, to fund regulatory approval activities
• Program capacity — portion of net proceeds, to scale program capacity
• Customer contracts — portion of net proceeds, to support the execution and expansion of existing and new customer contracts