Structure Therapeutics Announces Proposed Public Offering of American Depositary Shares and Pre-Funded Warrants
Structure Therapeutics, a clinical-stage biopharmaceutical company (NASDAQ: GPCR), has filed a Form S-1 registration statement with the SEC for a proposed public offering of 8,000,000 American depositary shares (ADSs). Each ADS represents three ordinary shares. The company may also offer pre-funded warrants in lieu of ADSs. The price per pre-funded warrant will be the ADS price minus $0.0001. The underwriters have a 30-day option to purchase up to an additional 1,200,000 ADSs. The offering's completion depends on market conditions and other factors. Joint book-running managers include Goldman Sachs, Morgan Stanley, Jefferies, Leerink Partners, Guggenheim Securities, and BMO Capital Markets.
- Proposed public offering of 8,000,000 ADSs can increase liquidity.
- Each ADS represents three ordinary shares, potentially expanding investor base.
- Option for underwriters to purchase an additional 1,200,000 ADSs within 30 days.
- Joint book-running managers include top-tier firms, enhancing credibility.
- Pre-funded warrants option for investors, at nearly the same price as ADSs.
- Dilution risk for existing shareholders due to new ADS issuance.
- Public offering's success is uncertain, dependent on market conditions.
- Potential delay in offering completion, affecting cash flow projections.
- Offering price not yet determined, creating uncertainty for investors.
Insights
Structure Therapeutics' proposed public offering of 8,000,000 American Depositary Shares (ADSs) and pre-funded warrants signifies a key move to raise capital. This is common for clinical-stage companies needing funds to progress their research and trials. The underwriters' 30-day option to purchase an additional 1,200,000 ADSs highlights strong institutional support, which is often important for such offerings.
From an investor’s perspective, the exact public offering price remains important as it will dictate potential dilution of existing shares and overall market sentiment. Given the inclusion of major financial institutions like Goldman Sachs and Morgan Stanley as joint book-running managers, it reflects credibility and confidence. However, the market conditions at the time of the offering will significantly influence its success.
Short-term, the stock might see volatility as the market absorbs this news and anticipates the offering price. Long-term, assuming successful capital raise, the company’s ability to execute on its clinical programs will be pivotal. Investors should monitor the use of funds, potential milestones and advancements in clinical trials that this capital supports.
The inclusion of pre-funded warrants in the offering structure is an interesting element. Pre-funded warrants are designed to offer a near equivalent to ADSs but without the immediate cost impact of the full purchase price. This flexibility can attract certain types of investors who are more cautious but still interested in the company's potential upside.
It’s important for investors to understand the implications of dilution. With the issuance of additional shares, the value of existing shares may decrease, but it also means the company is likely bolstering its financial position to support its ongoing research and development efforts. Given the company's focus on metabolic and cardiopulmonary diseases, substantial funds are typically required to navigate through the different clinical trial phases.
While this offering shows management’s proactive approach to securing necessary capital, market conditions and investor demand will ultimately dictate its success. For retail investors, it’s essential to observe how the market reacts once the offering price is set and how the newly raised capital is allocated to drive future growth.
SAN FRANCISCO, June 03, 2024 (GLOBE NEWSWIRE) -- Structure Therapeutics Inc. (NASDAQ: GPCR), a clinical-stage global biopharmaceutical company developing novel oral small molecule therapeutics for metabolic and cardiopulmonary diseases, today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed underwritten public offering of 8,000,000 American depositary shares (ADSs), each representing three ordinary shares. Structure Therapeutics may offer and sell to certain investors that so choose pre-funded warrants to purchase ordinary shares, represented by ADSs, in lieu of ADSs, in the underwritten public offering. The purchase price of each pre-funded warrant will equal the price per ADS at which the ADSs are being sold to the public in this offering, minus
Goldman Sachs & Co. LLC, Morgan Stanley, Jefferies, Leerink Partners, Guggenheim Securities and BMO Capital Markets are acting as joint book-running managers for the proposed offering.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. A copy of the registration statement can be accessed through the SEC’s website at www.sec.gov. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the proposed offering may be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649, or by email at prospectus@morganstanley.com; Jefferies LLC, Attention: 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; Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, by telephone at (800) 414-3627, or by email at bmoprospectus@bmo.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 registration or qualification under the securities laws of any such state or jurisdiction.
About Structure Therapeutics
Structure Therapeutics is a science-driven clinical-stage biopharmaceutical company focused on discovering and developing innovative oral small molecule treatments for chronic metabolic and cardiopulmonary conditions with significant unmet medical needs. Utilizing its next generation structure-based drug discovery platform, the company has established a scientifically-driven, GPCR-targeted pipeline, featuring multiple wholly-owned proprietary clinical-stage small molecule compounds designed to surpass the limitations of traditional biologic and peptide therapies and be accessible to more patients around the world.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including without limitation, statements concerning the timing, size and completion of the public offering. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of risks and uncertainties, which include, without limitation, market risks and uncertainties, the completion of the public offering on the anticipated terms or at all, the grant to the underwriters of the option to purchase additional ADSs and other risk and uncertainties described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024, Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024, and future reports the Company may file with the SEC from time to time. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Investors:
Danielle Keatley
Structure Therapeutics Inc.
ir@structuretx.com
Media:
Dan Budwick
1AB
Dan@1abmedia.com
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