Arvinas Announces Oversubscribed $350 Million Private Placement
27 Noviembre 2023 - 6:00AM
Arvinas, Inc. (Nasdaq: ARVN), a clinical-stage biotechnology
company creating a new class of drugs based on targeted protein
degradation, today announced that it has entered into a securities
purchase agreement with a select group of institutional accredited
investors to sell 12,963,542 shares of common stock at a price of
$21.36 per share and, in lieu of common stock, pre-funded warrants
to purchase up to 3,422,380 shares of common stock at a price of
$21.359 per pre-funded warrant, in a private placement. Each
pre-funded warrant will have an exercise price of $0.001 per share,
will be exercisable immediately and will be exercisable until
exercised in full. The aggregate gross proceeds from the offering
are expected to be approximately $350 million, before deducting
placement agent fees and offering expenses. The private placement
is expected to close on or about November 28, 2023, subject to the
satisfaction of customary closing conditions. The private placement
is being conducted in accordance with applicable Nasdaq rules and
was priced to satisfy the “Minimum Price” requirement (as defined
in the Nasdaq rules).
The private placement was co-led by EcoR1 Capital and entities
managed by RTW Investments, LP, with participation by new and
existing investors, including Adage Capital Partners LP, ArrowMark
Partners, Avidity Partners, BB Biotech, Boxer Capital, Citadel
Global Equities, Great Point Partners, LLC, Nextech Invest Ltd, on
behalf of one or more funds managed by it, RA Capital Management
and Surveyor Capital (a Citadel company), among others.
BofA Securities, Inc. and Goldman Sachs & Co. LLC acted as
joint lead placement agents to Arvinas in connection with the
private placement.
Arvinas expects to use net proceeds from the private placement
to advance its clinical development programs and preclinical
pipeline, and for working capital and other general corporate
purposes.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions’ securities laws. Arvinas has agreed
to file a registration statement with the U.S. Securities and
Exchange Commission (the “SEC”) registering the resale of the
shares of common stock issued in the private placement and the
shares of common stock issuable upon the exercise of the pre-funded
warrants issued in the private placement no later than the 30th day
after the closing of the private placement.
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 offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offering of the securities under the resale
registration statement will only be made by means of a
prospectus.
About Arvinas
Arvinas is a clinical-stage biotechnology company dedicated to
improving the lives of patients suffering from debilitating and
life-threatening diseases through the discovery, development, and
commercialization of therapies that degrade disease-causing
proteins. Arvinas uses its proprietary PROTAC® Discovery
Engine platform to engineer proteolysis targeting chimeras, or
PROTAC targeted protein degraders, that are designed to
harness the body’s own natural protein disposal system to
selectively and efficiently degrade and remove disease-causing
proteins. In addition to its robust preclinical pipeline of
PROTAC protein degraders against validated and “undruggable”
targets, the company has three investigational clinical-stage
programs: ARV-766 and bavdegalutamide for the treatment of men with
metastatic castration-resistant prostate cancer; and vepdegestrant
(ARV-471) for the treatment of patients with locally advanced or
metastatic ER+/HER2- breast cancer.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties, including
statements regarding Arvinas’ statements about the expected closing
of the private placement; Arvinas’ anticipated use of proceeds from
the private placement; whether the conditions for the closing of
the private placement will be satisfied; the filing of a
registration statement to register the resale of the shares and
pre-funded warrant shares to be issued and sold in the private
placement; and Arvinas’ business strategies, plans and prospects.
All statements, other than statements of historical facts,
contained in this press release, including statements regarding
Arvinas’ strategy, future operations, future financial position,
future revenues, projected costs, prospects, plans and objectives
of management, are forward-looking statements. The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “predict,” “project,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue,” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words.
Arvinas 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 Arvinas makes as a result of various risks and
uncertainties, including but not limited to: whether the conditions
for the closing of the private placement will be satisfied;
Arvinas’ and Pfizer, Inc.’s (“Pfizer”) performance of their
respective obligations with respect to the collaboration with
Pfizer; whether Arvinas and Pfizer will be able to successfully
conduct and complete clinical development for vepdegestrant;
whether Arvinas will be able to successfully conduct and complete
development for its product candidates, including whether Arvinas
initiates and completes clinical trials for its product candidates
and receives results from its clinical trials on its expected
timelines or at all; whether Arvinas obtains marketing approval for
and commercializes vepdegestrant, ARV-766 and its other product
candidates on Arvinas’ current timelines or at all; Arvinas’
ability to maintain and protect its intellectual property
portfolio; whether Arvinas’ cash and cash equivalent resources
will be sufficient to fund its foreseeable and unforeseeable
operating expenses and capital expenditure requirements; and other
important factors discussed in the “Risk Factors” section of
Arvinas’ Annual Report on Form 10-K for the year ended December 31,
2022 and subsequent other reports on file with the SEC. The
forward-looking statements contained in this press release reflect
Arvinas’ current views with respect to future events, and Arvinas
assumes no obligation to update any forward-looking statements,
except as required by applicable law. These forward-looking
statements should not be relied upon as representing Arvinas’ views
as of any date subsequent to the date of this release.
ContactsInvestors:Jeff Boyle+1
(347) 247-5089Jeff.Boyle@arvinas.com
Media:Kirsten Owens+1 (203)
584-0307Kirsten.Owens@arvinas.com
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