GH Research Announces Proposed Public Offering

Rhea-AI Summary

GH Research PLC (Nasdaq: GHRS) has announced a proposed public offering of $150 million of ordinary shares in the United States. The company plans to grant underwriters an option to purchase up to an additional $22.5 million of ordinary shares at the public offering price, less underwriting discounts and commissions.

The offering will be managed by joint book-running managers Cantor, Stifel, and RBC Capital Markets, with Canaccord Genuity and Citizens JMP acting as co-lead managers. The offering will be conducted through a prospectus supplement and accompanying prospectus, with the registration statement already declared effective by the SEC on March 17, 2023.

Positive

• Access to significant capital with $150 million potential offering
• Additional $22.5 million through underwriter option if exercised
• Strong underwriting support from major financial institutions

Negative

• Potential dilution of existing shareholders' value
• Uncertainty regarding final offering terms and completion
• Market conditions may affect offering success

Insights

Financial Analyst

GH Research's announcement of a $150 million public offering, with a potential additional $22.5 million overallotment, represents a significant capital raise that warrants careful analysis. The offering size is particularly noteworthy, constituting approximately 28.7% of the company's current market capitalization, suggesting a substantial dilution for existing shareholders.

The timing and size of this offering reveal several key insights:

• The company is likely seeking to strengthen its financial position for advanced clinical trials in depression treatment, indicating potential acceleration of their development pipeline.
• The selection of prestigious underwriters (Cantor, Stifel and RBC Capital Markets) suggests strong institutional interest and validates the company's potential.
• The substantial size relative to market cap indicates management's confidence in their clinical programs but also implies significant near-term dilution pressure.

Given the company's focus on developing novel depression treatments, this capital injection could provide runway for multiple years of clinical development. However, the offering's size relative to market cap may create temporary pressure on share value due to dilution concerns. The involvement of top-tier investment banks and the international scope of the offering (with specific provisions for EEA and UK investors) suggests sophisticated institutional participation, which could provide longer-term price support.

DUBLIN, Feb. 03, 2025 (GLOBE NEWSWIRE) -- GH Research PLC (Nasdaq: GHRS), a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients by developing a practice-changing treatment in depression, today announced the commencement of an underwritten public offering in the United States of $150 million of ordinary shares. All of the ordinary shares are to be offered by GH Research PLC. In addition, GH Research PLC intends to grant the underwriters an option to purchase up to an additional $22.5 million of ordinary shares at the public offering price, less underwriting discounts and commissions. The offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Cantor, Stifel and RBC Capital Markets are acting as joint book-running managers for the offering. Canaccord Genuity and Citizens JMP are acting as co-lead managers for the offering.

A registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on March 17, 2023. Copies of the registration statement can be accessed through the SEC's website free of charge at www.sec.gov. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement and the accompanying prospectus related to the offering will be filed with the SEC and will be available free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus can also be obtained, when available, free of charge from any of the joint book-running managers for the offering: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com; or RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com. For the avoidance of doubt, any such prospectus supplement or the accompanying prospectus will not constitute a “prospectus” for the purposes of the Irish Companies Act 2014 (as amended), the EU Prospectus Regulation (EU) 2017/1129 (as amended) (the “Prospectus Regulation”), the European Union (Prospectus) Regulations 2019 of Ireland (as amended) or the Central Bank (Investment Market Conduct) Rules 2019 of Ireland and will not have been reviewed by Central Bank of Ireland, as competent authority, or any competent authority in any European Economic Area (the "EEA") member state or the United Kingdom.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

In any member state of the EEA this announcement and any offering are only addressed to and directed at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation. In the United Kingdom, this announcement and any offering are only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "relevant persons").

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors.

About GH Research PLC
GH Research PLC is a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients by developing a practice-changing treatment in depression. GH Research PLC's initial focus is on developing its novel and proprietary mebufotenin therapies for the treatment of patients with treatment-resistant depression (TRD).

Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to GH Research PLC’s expectations regarding the completion of the proposed securities offering. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of GH Research PLC, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in GH Research PLC’s filings with the SEC. GH Research PLC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Investor Relations
Julie Ryan
GH Research PLC
investors@ghres.com

FAQ

What is the size of GH Research's (GHRS) proposed public offering in 2025?

GH Research announced a proposed public offering of $150 million of ordinary shares, with an additional option for underwriters to purchase up to $22.5 million of shares.

Who are the underwriters for GHRS's 2025 public offering?

The joint book-running managers are Cantor, Stifel, and RBC Capital Markets, with Canaccord Genuity and Citizens JMP acting as co-lead managers.

When was the registration statement for GHRS's offering declared effective?

The registration statement was declared effective by the SEC on March 17, 2023.

What is the purpose of GH Research's (GHRS) 2025 public offering?

The offering aims to raise capital for GH Research, a clinical-stage biopharmaceutical company developing treatments for depression.

How will GHRS's 2025 public offering impact existing shareholders?

The offering may result in dilution of existing shareholders' value due to the issuance of new ordinary shares.