Solid Biosciences Announces Pricing of Underwritten Offering

Rhea-AI Summary

Solid Biosciences (SLDB) has announced the pricing of an underwritten offering, consisting of 35,739,810 shares of common stock at $4.03 per share and pre-funded warrants to purchase 13,888,340 shares at $4.029 per warrant. The offering is expected to generate approximately $200.0 million in gross proceeds before deductions.

The pre-funded warrants will have an exercise price of $0.001 per share and will be immediately exercisable. The offering, expected to close around February 19, 2025, includes participation from notable investors such as Adage Capital Partners, Bain Capital Life Sciences, Invus, Perceptive Advisors, and RA Capital Management, among others.

Jefferies, Leerink Partners, and William Blair are serving as joint book-running managers, with H.C. Wainwright & Co. acting as lead manager for the offering.

Positive

• Substantial capital raise of $200.0 million strengthening the company's financial position
• Strong investor participation from prominent healthcare and life sciences investment firms
• Immediate warrant exercisability providing quick access to additional capital

Negative

• Significant dilution for existing shareholders due to large share offering
• Additional dilution potential from pre-funded warrants

Insights

Financial Analyst

This $200 million capital raise represents a strategic financing move that significantly bolsters Solid Biosciences' financial position. The structure combines traditional common stock (35.7 million shares) with pre-funded warrants (13.9 million), a sophisticated approach that provides immediate access to capital while offering certain investors tax and regulatory advantages.

The impressive roster of participating investors, including Bain Capital Life Sciences, RA Capital Management, and Perceptive Advisors, provides strong validation of Solid's platform and strategy. These are sophisticated healthcare investors known for thorough due diligence and selective investments in companies with promising scientific approaches.

The pricing at $4.03 per share, matching the current market price, indicates a balanced negotiation that minimizes dilution while ensuring deal execution. The pre-funded warrant structure, with a nominal exercise price of $0.001, effectively functions as equity while providing investors with additional flexibility in their position management.

The size of this offering is particularly notable for a company of Solid's market capitalization, suggesting a strategic decision to secure substantial runway for their precision genetic medicine programs. This level of funding typically supports 18-24 months of operational expenses in biotech development programs, providing important stability for clinical advancement.

CHARLESTOWN, Mass., Feb. 18, 2025 (GLOBE NEWSWIRE) -- Solid Biosciences Inc. (Nasdaq: SLDB) (the “Company” or “Solid”), a life sciences company developing precision genetic medicines for neuromuscular and cardiac diseases, today announced the pricing of an underwritten offering of 35,739,810 shares of its common stock at an offering price of $4.03 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 13,888,340 shares of common stock at an offering price of $4.029 per pre-funded warrant. The aggregate gross proceeds of the offering are expected to be approximately $200.0 million, before deducting underwriting discounts and commissions and other offering expenses. Each pre-funded warrant will have an exercise price of $0.001 per share, will be exercisable immediately and will be exercisable until all of the pre-funded warrants are exercised in full. All of the securities in the offering are being sold by Solid. The offering is expected to close on or about February 19, 2025, subject to the satisfaction of customary closing conditions.

The financing includes new and existing investors, including Adage Capital Partners LP, Bain Capital Life Sciences, Invus, Perceptive Advisors, RA Capital Management, TCGX, Venrock Healthcare Capital Partners, Vestal Point Capital, a U.S.-based life-sciences focused institutional investor, a major mutual fund and a large investment management firm.

Jefferies, Leerink Partners and William Blair are acting as joint book-running managers for the offering. H.C. Wainwright & Co. is acting as lead manager for the offering.

The securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-277871) that was declared effective by the Securities and Exchange Commission (“SEC”) on May 17, 2024. The offering is being made only by means of a prospectus supplement and the accompanying prospectus that form a part of the registration statement. A final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the prospectus supplement and the accompanying prospectus may also be obtained by contacting: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention: 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; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.com.

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 Solid Biosciences

Solid Biosciences is a precision genetic medicine company focused on advancing a portfolio of gene therapy candidates targeting rare neuromuscular and cardiac diseases, including Duchenne muscular dystrophy (Duchenne), Friedreich’s ataxia (FA), catecholaminergic polymorphic ventricular tachycardia (CPVT), TNNT2-mediated dilated cardiomyopathy, BAG3-mediated dilated cardiomyopathy, and additional fatal, genetic cardiac diseases. The Company is also focused on developing innovative libraries of genetic regulators and other enabling technologies with promising potential to significantly impact gene therapy delivery cross-industry. Solid is advancing its diverse pipeline and delivery platform in the pursuit of uniting experts in science, technology, disease management, and care. Patient-focused and founded by those directly impacted by Duchenne, Solid’s mission is to improve the daily lives of patients living with devastating rare diseases.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as those, among others, relating to the Company’s plans to consummate its offering, including the satisfaction of customary closing conditions relating to the offering and the expected closing of the offering. 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. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on its forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company makes as a result of various risks and uncertainties, including but not limited to, market and other financial conditions, the satisfaction of customary closing conditions related to the offering, the Company’s ability to advance its product candidates, whether our cash resources will be sufficient to fund the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements on its expected timeline and the impact of general economic, industry or political conditions in the United States or internationally. Additional risks and uncertainties relating to the offering, the Company and its business can be found under the caption “Risk Factors” included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and other filings that the Company may make with the SEC in the future. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof and should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.

Solid Biosciences Investor Contact:
Nicole Anderson
Director, Investor Relations and Corporate Communications
Solid Biosciences Inc.
investors@solidbio.com

Media Contact:
Glenn Silver
FINN Partners
glenn.silver@finnpartners.com

This press release was published by a CLEAR® Verified individual.

FAQ

How much money will SLDB raise in its February 2025 stock offering?

Solid Biosciences expects to raise approximately $200.0 million in gross proceeds before deducting underwriting discounts and other offering expenses.

What is the pricing of SLDB's February 2025 common stock offering?

The common stock is priced at $4.03 per share, while pre-funded warrants are priced at $4.029 per warrant.

How many shares is SLDB offering in its February 2025 financing?

SLDB is offering 35,739,810 shares of common stock and pre-funded warrants to purchase an additional 13,888,340 shares.

Who are the major investors participating in SLDB's February 2025 offering?

Major investors include Adage Capital Partners LP, Bain Capital Life Sciences, Invus, Perceptive Advisors, RA Capital Management, TCGX, Venrock Healthcare Capital Partners, and Vestal Point Capital.

When will SLDB's February 2025 stock offering close?

The offering is expected to close on or about February 19, 2025, subject to customary closing conditions.