CAMBRIDGE, Mass., Sept. 16,
2024 /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 the
pricing of an upsized underwritten public offering of 5,000,000
shares of Class A common stock at a price to the public of
$100.00 per share. All shares are
being offered by Nuvalent. The gross proceeds to Nuvalent from the
offering, before deducting underwriting discounts, commissions and
other offering expenses, are expected to be approximately
$500.0 million. The offering is
expected to close on September 18,
2024, subject to the satisfaction of customary closing
conditions. In addition, the underwriters have a 30-day option to
purchase up to an additional 750,000 shares of Class A common stock
at the public offering price less underwriting discounts and
commissions.
J.P. Morgan, TD Cowen, Jefferies and Stifel are acting as joint
book-running managers for the offering.
The shares are being offered by Nuvalent pursuant to an
automatically effective shelf registration statement that was filed
with the Securities and Exchange Commission ("SEC") on March 16, 2023. 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 has been filed
with the SEC and may be obtained for free by visiting the SEC's
website at www.sec.gov. A final prospectus supplement relating to
the offering will be filed with the SEC. Copies of the final
prospectus supplement and the accompanying prospectus can be
obtained, when available, from: J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or by email at
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855)
495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com;
Jefferies LLC, Attention: Equity Syndicate Prospectus Department,
520 Madison Avenue, New York, NY
10022, by telephone at (877) 821-7388, or by email at
Prospectus_Department@Jefferies.com or Stifel, Nicolaus &
Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone
at 415-364-2720 or by email at syndprospectus@stifel.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 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 investigational
candidates for ROS1-positive, ALK-positive, and HER2-altered
non-small cell lung cancer, and multiple discovery-stage research
programs.
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, 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 regarding the proposed offering, including the
satisfaction of customary closing conditions relating to the
offering and the expected closing of the offering. 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, 2024, Nuvalent's preliminary prospectus
supplement filed with the SEC on September
16, 2024 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.