Verve Therapeutics, Inc. (Nasdaq: VERV), a clinical-stage
biotechnology company pioneering a new approach to the care of
cardiovascular disease with single-course gene editing medicines,
today announced that it has commenced an underwritten public
offering of shares of its common stock. All of the shares are being
offered by Verve. In addition, Verve expects to grant the
underwriters a 30-day option to purchase up to an additional 15% of
the shares of its common stock sold in the public offering at the
public offering price, less underwriting discounts and commissions.
Concurrent with the public offering, Verve intends to sell,
subject to the consummation of the proposed public offering and
satisfaction of other customary closing conditions, in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), up to
$35 million of its common stock to Eli Lilly and Company (“Lilly”)
or, such lesser amount such that Lilly’s beneficial ownership does
not exceed 4.9% of the number of shares of common stock to be
outstanding immediately following the closing of the public
offering and the concurrent private placement (without giving
effect to any exercise by the underwriters of the option to
purchase additional shares). The shares will be sold to Lilly at a
price per share equal to the public offering price.
The proposed public offering and concurrent private placement
are subject to market and other conditions, and there can be no
assurance as to whether or when the public offering and concurrent
private placement may be completed, or as to the actual size or
terms of the public offering and concurrent private placement.
Jefferies, Guggenheim Securities, William Blair, BMO
Capital Markets, and RBC Capital Markets are acting
as joint book-running managers for the public offering.
The shares in the proposed public offering are being offered by
Verve pursuant to an automatically effective shelf registration
statement that was filed with the Securities and Exchange
Commission (“SEC”) on September 23, 2022. The public offering is
being made only by means of a prospectus and prospectus supplement
that form a part of the registration statement. A preliminary
prospectus supplement relating to and describing the terms of the
public offering is expected to be filed with the SEC and, if and
when filed, copies of the preliminary prospectus supplement
relating to the public offering may be obtained for free by
visiting the SEC’s website at www.sec.gov. Copies of the
preliminary prospectus supplement and the accompanying prospectus
may also be obtained, when available, by contacting: Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or
by email at Prospectus_Department@Jefferies.com; Guggenheim
Securities, LLC, Attention: Equity Syndicate Department, 330
Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at
(212) 518-9544, or by email at
GSEquityProspectusDelivery@guggenheimpartners.com; William Blair
& Company, L.L.C., Attention: Prospectus Department, 150 North
Riverside Plaza, Chicago, IL 60606, or by telephone at
1-800-621-0687, or by email: prospectus@williamblair.com; BMO
Capital Markets Corp., Attn: Equity Syndicate Department, 151 W
42nd Street, 32nd Floor, New York, NY 10036, or by email:
bmoprospectus@bmo.com; or RBC Capital Markets, LLC, Attention:
Equity Capital Markets, 200 Vesey Street, New York, NY 10281, or by
telephone at 877-822-4089, or by email at
equityprospectus@rbccm.com. The final terms of the public offering
will be disclosed in a final prospectus supplement to be filed with
the SEC.
The shares to be sold in the concurrent private placement have
not been registered under the Securities Act, or any state or other
applicable jurisdiction’s securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state or other jurisdictions’ securities laws.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy these securities, 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
registration or qualification under the securities laws of any such
state or jurisdiction.
About Verve TherapeuticsVerve Therapeutics,
Inc. is a clinical-stage genetic medicines company pioneering a new
approach to the care of cardiovascular disease, potentially
transforming treatment from chronic management to single-course
gene editing medicines. The company’s initial three programs –
VERVE-101, VERVE-102, and VERVE-201 – target genes that have been
extensively validated as pharmacologic targets for lowering
low-density lipoprotein cholesterol (“LDL-C”), a root cause of
cardiovascular disease, in order to durably reduce blood LDL-C
levels.
Cautionary Note Regarding Forward-Looking
StatementsAny statements in this press release about
future expectations, plans and prospects, as well as any other
statements regarding matters that are not historical facts, may
constitute “forward-looking statements” within the meaning of The
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements relating to the size of
the anticipated public offering and concurrent private placement
and the grant to the underwriters of an option to purchase
additional shares. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Actual results may
differ materially from those indicated by such forward-looking
statements as a result of various important factors, including: the
uncertainties related to market conditions and the completion of
the public offering on the anticipated terms or at all and other
factors discussed in the “Risk Factors” section of the preliminary
prospectus supplement to be filed with the SEC, Verve’s Quarterly
Report on Form 10-Q filed with the SEC on November 7, 2023, and the
risks described in other filings that Verve may make with the SEC.
Any forward-looking statements contained in this press release
speak only as of the date hereof, and Verve specifically disclaims
any obligation to update any forward-looking statement, whether as
a result of new information, future events or otherwise.
Investor ContactJen RobinsonVerve Therapeutics,
Inc.jrobinson@vervetx.com
Media ContactAshlea
Kosikowski1ABashlea@1abmedia.com
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