Vera Therapeutics Announces Pricing of Upsized Public Offering of Class A Common Stock

Rhea-AI Summary

Vera Therapeutics, Inc. announced the pricing of an upsized underwritten public offering of 8,064,517 shares of its Class A common stock at $31.00 per share, expected to generate approximately $250.0 million in gross proceeds. The offering is expected to close on February 1, 2024, and has the potential for additional shares to be purchased by underwriters. The proposed offering is being made pursuant to a shelf registration statement on Form S-3 and a related registration statement on Form S-3MEF.

Insights

Financial Analyst

The announcement by Vera Therapeutics of an upsized underwritten public offering represents a significant capital-raising event. With the proposed sale of over 8 million shares at $31.00 each, the company is poised to raise approximately $250 million before fees and expenses. This infusion of capital is critical for Vera as it indicates the company's need for substantial funding to advance its clinical programs and potential commercialization efforts for treatments targeting serious immunologic diseases.

Investors and analysts should note that the substantial size of the offering could lead to dilution of existing shareholders' stake in the company. However, the additional funds may also enable Vera to accelerate its research and development activities, potentially leading to value creation in the long term. The market's reception to the offering price will be a key indicator of investor confidence in Vera's growth prospects and the perceived risk associated with its clinical pipeline.

Biotech Market Analyst

The biotechnology sector is highly capital-intensive, with companies like Vera Therapeutics requiring significant investment to fund research, clinical trials and the path to commercialization. Vera's choice to utilize a shelf registration indicates a strategic approach to financing, allowing the company to take advantage of market conditions to raise capital efficiently. The involvement of prominent financial institutions as joint book-running managers and the option for underwriters to purchase additional shares suggests confidence in the offering's success.

Market response to such offerings typically hinges on the company's pipeline's perceived potential and the results from ongoing clinical trials. Vera's focus on immunologic diseases, a field with high unmet medical needs, may attract interest from investors looking for growth opportunities within the biotech sector. The long-term impact on Vera's stock and overall business will largely depend on the successful deployment of the raised capital towards achieving clinical milestones and securing regulatory approvals.

Legal Expert

Conducting a public offering under a previously declared effective shelf registration statement allows Vera Therapeutics to act swiftly in capitalizing on favorable market conditions. This legal mechanism provides the company with the flexibility to sell securities over a three-year period after SEC approval. The preliminary and final prospectus supplements are crucial documents that provide investors with detailed information about the offering, including risks, financial statements and the intended use of proceeds.

The legal stipulation that no sale can occur in jurisdictions where it would be unlawful prior to registration or qualification under the relevant securities laws is a standard regulatory safeguard. This ensures that all investors have access to the same level of information and are protected by the same regulatory standards. Compliance with these regulations is essential to maintain investor trust and avoid legal repercussions that could negatively affect the company's reputation and financial standing.

BRISBANE, Calif., Jan. 29, 2024 (GLOBE NEWSWIRE) -- Vera Therapeutics, Inc. (“Vera”), a late clinical-stage biotechnology company developing and commercializing transformative treatments for patients with serious immunologic diseases, today announced the pricing of an upsized underwritten public offering of 8,064,517 shares of its Class A common stock at a price to the public of $31.00 per share.

The gross proceeds to Vera from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $250.0 million.

In addition, Vera has granted the underwriters a 30-day option to purchase up to an additional 1,209,677 shares of Class A common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on February 1, 2024, subject to the satisfaction of customary closing conditions.

J.P. Morgan, TD Cowen and Evercore ISI are acting as joint book-running managers for the proposed offering. LifeSci Capital is acting as lead manager for the proposed offering.

The proposed offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on June 13, 2022, as well as a related registration statement on Form S-3MEF. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering were filed with the SEC and are available for free on the SEC’s website located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at Prospectus_ECM@cowen.com or by telephone at (833) 297-2926; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at 888-474-0200, or by email at ecm.prospectus@evercore.com.

This press release shall not constitute an offer to sell or a 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 Vera

Vera is a late clinical-stage biotechnology company focused on developing treatments for serious immunological diseases. Vera’s mission is to advance treatments that target the source of immunologic diseases in order to change the standard of care for patients. Vera’s lead product candidate is atacicept, a fusion protein self-administered as a subcutaneous injection once weekly that blocks both B-cell activating factor (BAFF) and A proliferation-inducing ligand (APRIL), which stimulate B cells and plasma cells to produce autoantibodies contributing to certain autoimmune diseases, including IgAN, also known as Berger’s disease, and lupus nephritis. In addition, Vera is evaluating additional diseases where the reduction of autoantibodies by atacicept may prove medically useful. Vera is also developing MAU868, a monoclonal antibody designed to neutralize infection with BK virus (BKV), a polyomavirus that can have devastating consequences in certain settings including kidney transplantation. Vera retains all global developmental and commercial rights to atacicept and MAU868.

Forward-looking Statements

Statements contained in this press release regarding Vera’s expectations regarding the offering are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon Vera’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, Vera’s expectations regarding the completion of the offering. 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. Vera 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.

Investor Contact:

Joyce Allaire
LifeSci Advisors
212-915-2569
jallaire@lifesciadvisors.com

Media Contact:

Mari Purpura
LifeSci Advisors
mpurpura@lifesciadvisors.com

FAQ

What is the pricing of the underwritten public offering of Vera Therapeutics, Inc.?

The underwritten public offering consists of 8,064,517 shares of its Class A common stock at a price of $31.00 per share.

How much gross proceeds are expected from the offering?

The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $250.0 million.

When is the offering expected to close?

The offering is expected to close on February 1, 2024, subject to the satisfaction of customary closing conditions.

Who are the acting joint book-running managers for the proposed offering?

J.P. Morgan, TD Cowen, and Evercore ISI are acting as joint book-running managers for the proposed offering.

What type of registration statement was used for the proposed offering?

The proposed offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, and a related registration statement on Form S-3MEF.