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 the pricing of an underwritten public offering of
12,500,000 shares of its common stock at a public offering price of
$10.00 per share, for total gross proceeds of $125.0 million,
before deducting underwriting discounts and commissions and other
offering expenses payable by Verve. All of the shares in the public
offering are being sold by Verve. In addition, Verve has granted
the underwriters a 30-day option to purchase up to 1,875,000
additional shares of its common stock at the public offering price,
less the underwriting discounts and commissions.
Concurrent with the public offering, Verve has agreed to sell,
subject to the consummation of the 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”), 2,296,317 shares of its
common stock to Eli Lilly and Company, at a price per share equal
to the public offering price, for total gross proceeds of
approximately $23.0 million.
The aggregate gross proceeds from the public offering and the
concurrent private placement are expected to be approximately
$148.0 million, before underwriting discounts and commissions and
other offering expenses payable by Verve, and without giving effect
to any exercise by the underwriters of their option to purchase
additional shares. The public offering and concurrent private
placement are expected to close on December 1, 2023, subject to the
satisfaction of customary closing conditions.
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 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. This 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 has
been filed with the SEC and may be obtained for free by visiting
the SEC’s website at www.sec.gov. A final prospectus supplement
relating to the public offering will be filed with the SEC. When
available, copies of the final prospectus supplement and the
accompanying prospectus may also be obtained 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; or 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 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 Therapeutics Verve 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
anticipated closing date of the public offering and the concurrent
private placement. 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 filed with the SEC on November 28, 2023,
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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