Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL), a biopharmaceutical
company focused on delivering novel therapeutics for nonalcoholic
steatohepatitis (NASH), today announced the pricing of its
underwritten public offering of 750,000 shares of its common stock
at a public offering price of $260.0000 per share, and, to certain
investors, pre-funded warrants to purchase 1,557,692 shares of
common stock at a price of $259.9999 per pre-funded warrant, which
represents the per share public offering price for the common stock
less the $0.0001 per share exercise price for each such pre-funded
warrant. The size of the offering was increased by $100 million
subsequent to the initial announcement of the offering. The gross
proceeds to Madrigal from the offering, before deducting the
underwriting discounts and commissions and other offering expenses,
are expected to be approximately $600 million. Madrigal has granted
the underwriters of the offering a 30-day option to purchase up to
an additional 346,153 shares of common stock from the company at
the public offering price, less underwriting discounts and
commissions.
Madrigal intends to use the net proceeds from this offering for
its commercial activities in connection with the launch of
Rezdiffra™ (resmetirom) in the U.S. and for general corporate
purposes, including, without limitation, research and development
expenditures, ongoing clinical trial expenditures, manufacture and
supply of drug substance and drug products, potential ex-U.S.
commercialization or partnering opportunities, potential
acquisitions or licensing of new technologies, capital expenditures
and working capital.
Goldman Sachs & Co. LLC, Jefferies, TD Cowen, Evercore ISI,
Piper Sandler, UBS Investment Bank and Citizens JMP are acting as
joint bookrunning managers of the offering. H.C. Wainwright &
Co. is acting as co-manager of the offering. The offering is
expected to close on or about March 21, 2024, subject to the
satisfaction of customary closing conditions.
The securities are being offered by Madrigal pursuant to an
effective shelf registration statement on Form S-3 that was
previously filed with the Securities and Exchange Commission (SEC)
on June 1, 2021. A preliminary prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
offering have been filed with the SEC and are available on the
SEC’s website at www.sec.gov. A final prospectus supplement and the
accompanying prospectus relating to the offering will be filed with
the SEC and, when filed, will also be available on the SEC’s
website. Alternatively, copies of the final prospectus and the
accompanying prospectus may also be obtained, when available, by
contacting the following: Goldman Sachs & Co. LLC, Attn:
Prospectus Department, 200 West Street, New York, New York 10282,
telephone: 1-866-471-2526, email: prospectus-ny@ny.email.gs.com;
Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520
Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388,
or by email at Prospectus_Department@jefferies.com; Cowen and
Company, LLC, 599 Lexington Avenue, New York, NY 10022, by
telephone at (833) 297-2926 or by email at
Prospectus_ECM@cowen.com; Evercore Group L.L.C., Attention: Equity
Capital Markets, 55 East 52nd Street, New York, New York 10055, by
telephone at (888) 474-0200, or by email at
ecm.prospectus@evercore.com; Piper Sandler & Co., 800 Nicollet
Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus
Department, by telephone at (800) 747-3924 or by email at
prospectus@psc.com; UBS Securities LLC, 1285 Avenue of the
Americas, New York, NY 10019, Attn: ECM Syndicate, or by email:
ol-prospectus-request@ubs.com; or Citizens JMP Securities, LLC, 600
Montgomery Street, Suite 1100, San Francisco, CA 94111, by
telephone at (415) 835-8985, or by email at
syndicate@jmpsecurities.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, 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 the registration or
qualification under the securities laws of such state or
jurisdiction.
About Madrigal Pharmaceuticals, Inc.
Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL) is a
biopharmaceutical company pursuing novel therapeutics for
nonalcoholic steatohepatitis (NASH), a liver disease with high
unmet medical need. Madrigal’s medication, Rezdiffra (resmetirom),
is a once-daily, oral, liver-directed THR-β agonist designed to
target key underlying causes of NASH.
Forward-Looking Statements
Forward-looking statements reflect management’s current
knowledge, assumptions, judgment and expectations regarding
forward-looking statements, future performance or events; include
all statements that are not historical facts; and can be identified
by terms such as “be,” “can,” “designed,” “expectation,” “may,”
“plans,” “proposed,” “seeks,” “will,” “will be,” “would” or similar
expressions and the negatives of those terms.
Statements in this release concerning Madrigal’s future
expectations, plans and prospects, including, without limitation,
statements about Madrigal’s public offering and use of proceeds,
constitute forward-looking statements for the purposes of the safe
harbor provisions under the Private Securities Litigation Reform
Act of 1995. Actual results and future plans may differ materially
from those indicated by these forward-looking statements as a
result of various important factors, including, without limitation,
risks associated with market conditions and the satisfaction of
customary closing conditions related to the offering and the
anticipated use of proceeds from the offering, as well as those
risks more fully discussed under “Risk Factors” in the preliminary
prospectus supplement and in the “Risk Factors” filed in Part I,
Item 1A of Madrigal’s Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the SEC on February 28, 2024, and in
other filings that Madrigal makes with the SEC, including those
included or incorporated by reference in the preliminary prospectus
supplement and accompanying prospectus supplement related to the
public offering filed with the SEC. There can be no assurance that
Madrigal will be able to complete the public offering. You should
not place undue reliance on these forward-looking statements. In
addition, any forward-looking statements represent Madrigal’s views
only as of today and should not be relied upon as representing its
views as of any subsequent date. Madrigal explicitly disclaims any
obligation, except to the extent required by law, to update any
forward-looking statements.
Investor ContactTina Ventura, Madrigal
Pharmaceuticals, Inc., IR@madrigalpharma.com
Media ContactChristopher Frates, Madrigal
Pharmaceuticals, Inc., media@madrigalpharma.com
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