Harmony Biosciences Holdings, Inc. Announces Commencement of Proposed Public Offering of Common Stock by Selling Shareholders

Rhea-AI Summary

Harmony Biosciences Holdings (Nasdaq: HRMY) announced that selling shareholders Marshman Fund Trust II and Valor IV Pharma Holdings, are initiating a public offering of up to 8,000,000 shares of common stock. The selling shareholders will grant underwriters a 30-day option to purchase an additional 1,200,000 shares. J.P. Morgan is acting as the sole book-running manager. Harmony Biosciences will not receive any proceeds from this offering as it is not offering any shares directly.

Positive

• None.

Negative

• Significant shareholder selling pressure with up to 8 million shares being offered
• Additional dilution risk from 1.2 million share overallotment option
• Large insider selling could signal lack of confidence in future growth

Insights

Financial Analyst

This secondary offering of 8 million shares with an additional 1.2 million share option by existing shareholders represents a significant market event. With Harmony's current market cap of $2.27 billion, this offering could represent approximately 14% of outstanding shares. The selling shareholders, Marshman Fund Trust II and Valor IV Pharma Holdings, are looking to liquidate their positions, which could create temporary selling pressure on the stock.

The fact that the company isn't issuing new shares means no dilution for existing shareholders, but large insider sales often signal reduced confidence in future growth prospects. JPMorgan's involvement as sole book-runner suggests an orderly distribution process, though the final pricing will be important in determining market impact. The timing and size of this sale warrant careful attention from current shareholders.

PLYMOUTH MEETING, Pa., Oct. 29, 2024 /PRNewswire/ -- Harmony Biosciences Holdings, Inc. (Nasdaq: HRMY) (the "Company") today announced the commencement of an underwritten public offering of up to 8,000,000 shares of the Company's common stock, par value $0.00001 per share ("Common Stock"), by Marshman Fund Trust II and Valor IV Pharma Holdings, LLC (together, the "Selling Shareholders"). The Selling Shareholders intend to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock from the Selling Shareholders at the public offering price, less underwriting discounts and commissions. The Company is not offering any shares of Common Stock in the proposed offering and will not receive any proceeds from the proposed offering.

J.P. Morgan is acting as the sole book-running manager for the offering.

The shares of Common Stock are being offered and will be sold pursuant to an effective shelf registration statement that was previously filed with the SEC and became effective automatically upon filing. The offering of these securities is being made only by means of a prospectus supplement and accompanying base prospectus, as filed with the Securities and Exchange Commission (the "SEC"). When available, copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC's website at www.sec.gov under the Company's name or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (866) 803-9204, or by emailing prospectus-eq_fi@jpmchase.com.

This press release shall not constitute an offer to sell or the 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 the Company

The Company is a pharmaceutical company dedicated to developing and commercializing innovative therapies for patients with rare neurological diseases who have unmet medical needs. Driven by novel science, visionary thinking, and a commitment to those who feel overlooked, the Company is nurturing a future full of therapeutic possibilities that may enable patients with rare neurological diseases to truly thrive. Established by Paragon Biosciences, LLC, in 2017 and headquartered in Plymouth Meeting, Pa, we believe that when empathy and innovation meet, a better future can begin; a vision evident in the therapeutic innovations we advance, the culture we cultivate, and the community programs we foster.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of U.S. federal securities laws. Words such as "anticipate," "estimate," "expect," "forecast," "guidance," "could," "may," "should," "would," "believe," "intend," "project," "plan," "predict," "will," "target" and similar expressions identify forward-looking statements, which are not historical in nature. These forward-looking statements include, but are not limited to, statements regarding the consummation of the proposed offering as well as the timing and size of the proposed offering. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by the Company with the SEC, which are available to the public. The Company undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

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SOURCE Harmony Biosciences

FAQ

How many shares are being offered in Harmony Biosciences (HRMY) October 2024 public offering?

The offering includes up to 8,000,000 shares of common stock, with an additional 30-day option for underwriters to purchase up to 1,200,000 more shares.

Will Harmony Biosciences (HRMY) receive any proceeds from the October 2024 offering?

No, Harmony Biosciences will not receive any proceeds from this offering as the shares are being sold by existing shareholders, not by the company.

Who are the selling shareholders in HRMY's October 2024 public offering?

The selling shareholders are Marshman Fund Trust II and Valor IV Pharma Holdings,

Who is the book-running manager for HRMY's October 2024 public offering?

J.P. Morgan is acting as the sole book-running manager for the offering.