Nuvalent Announces Public Offering of Common Stock

Rhea-AI Summary

Nuvalent, Inc. (Nasdaq: NUVL) has launched an underwritten public offering of $200 million of Class A common stock, all offered by the company. A 30-day underwriters' option for an additional 15% of shares is also expected. The offering is subject to market conditions, and completion is uncertain. The offering is conducted under a shelf registration statement effective since August 16, 2022. Nuvalent specializes in targeted cancer therapies, focusing on kinase targets. J.P. Morgan and others are managing the offering.

Positive

• Intended use of funds from the offering for advancing clinical programs.
• Strong pipeline in targeted cancer therapies, addressing significant unmet needs.

Negative

• Potential shareholder dilution from the public offering.
• Market uncertainty surrounding completion of the offering.

CAMBRIDGE, Mass., Oct. 31, 2022 /PRNewswire/ -- Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, today announced that it has commenced an underwritten public offering of $200.0 million of its shares of Class A common stock. All shares are being offered by Nuvalent. The offering is subject to market and other conditions, 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. In addition, Nuvalent expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of Class A common stock sold in the public offering at the public offering price less underwriting discounts and commissions.

J.P. Morgan, Cowen, Piper Sandler and BMO Capital Markets are acting as joint book-running managers for the offering.

The shares are being offered by Nuvalent pursuant to a shelf registration statement that was filed with the Securities and Exchange Commission ("SEC") on August 10, 2022, and declared effective by the SEC on August 16, 2022. The 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 offering will be filed with the SEC and, when filed, 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 can be obtained, when available, from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com; Cowen and Company, LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, by email at PostSaleManualRequests@broadridge.com or by telephone at (833) 297-2926; Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com; and BMO Capital Markets Corp., Attn: 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. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

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 Nuvalent
Nuvalent, Inc. (Nasdaq: NUVL) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. Leveraging deep expertise in chemistry and structure-based drug design, we develop innovative small molecules that have the potential to overcome resistance, minimize adverse events, address brain metastases, and drive more durable responses. Nuvalent is advancing a robust pipeline with parallel lead programs in ROS1-positive and ALK-positive non-small cell lung cancer (NSCLC), a program in HER2 Exon 20 insertion-positive cancers, and multiple discovery-stage research programs.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that involve substantial risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "contemplate," "seek," "look forward," "advance," "goal," "strategy," "promising," "opportunity," or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, statements relating to the expected size of the public offering and the grant to the underwriters of an option to purchase additional shares. Actual results may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market conditions that may affect the timing, terms and conditions of the offering and the satisfaction of closing conditions related to the offering. There can be no assurance that Nuvalent will be able to complete the offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the offering, Nuvalent and its business can be found under the caption "Risk Factors" included in Nuvalent's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, Nuvalent's preliminary prospectus supplement to be filed with the SEC and other filings that Nuvalent may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Nuvalent expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Nuvalent, Inc.

FAQ

What is the size of Nuvalent's public offering?

Nuvalent has announced a public offering of $200 million of Class A common stock.

What is the purpose of Nuvalent's stock offering?

The funds raised will be used to advance clinical programs in targeted cancer therapies.

Who is managing Nuvalent's stock offering?

J.P. Morgan, Cowen, Piper Sandler, and BMO Capital Markets are acting as joint book-running managers.

What are the risks associated with Nuvalent's offering?

There is a risk of shareholder dilution and uncertainty regarding the completion of the offering.