Disc Medicine Announces Pricing of $225.5 Million Upsized Public Offering of Common Stock and Pre-Funded Warrants
23 January 2025 - 1:35PM
Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage
biopharmaceutical company focused on the discovery, development,
and commercialization of novel treatments for patients suffering
from serious hematologic diseases, today announced the pricing of
its upsized underwritten offering of shares of its common stock
and, in lieu of common stock to certain investors that so choose,
pre-funded warrants to purchase shares of its common stock. Disc is
selling 3,918,182 shares of common stock and pre-funded warrants to
purchase 181,818 shares of common stock in the offering. The shares
of common stock are being sold at an offering price of $55.00 per
share, and the pre-funded warrants are being sold at an offering
price of $54.9999 per pre-funded warrant, which represents the per
share offering price for the common stock less the $0.0001 per
share exercise price for each such pre-funded warrant. The
aggregate gross proceeds to Disc from this offering are expected to
be approximately $225.5 million, before deducting underwriting
discounts and commissions and other offering expenses, excluding
the exercise of any pre-funded warrants. In addition, Disc has
granted the underwriters a 30-day option to purchase up to an
additional $33.825 million of shares of its common stock at the
public offering price, less underwriting discounts and commissions.
All of the securities being sold in the offering are being offered
by Disc. The offering is expected to close on January 24, 2025,
subject to the satisfaction of customary closing conditions.
Disc intends to use the net proceeds from the
offering to fund research and clinical development of its current
or additional product candidates, to support the potential
commercialization of bitopertin for erythropoietic protoporphyria
(EPP) and X-linked protoporphyria (XLP), as well as for working
capital and other general corporate purposes.
Jefferies, Leerink Partners, Stifel and Cantor
are acting as joint book-running managers for the offering. BMO
Capital Markets, LifeSci Capital, Wedbush PacGrow and H.C.
Wainwright & Co. are acting as co-managers for the
offering.
The securities described above are being offered
by Disc pursuant to an automatic shelf registration statement on
Form S-3 (No. 333-281359) that was previously filed with the
Securities and Exchange Commission (SEC) on August 8, 2024. This
offering is being made only by means of a prospectus and prospectus
supplement that form a part of the registration statement. A final
prospectus supplement and accompanying prospectus related to the
offering will be filed with the SEC and will be available on the
SEC’s website at www.sec.gov. Copies of the final prospectus
supplement and the accompanying prospectus relating to this
offering may also be obtained, when available, 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, (800) 808-7525 ext. 6105 or
by email at syndicate@leerink.com; 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; or Cantor
Fitzgerald & Co., Attention: Capital Markets, 110 East 59th
Street, 6th Floor, New York, New York, 10022, or by email at
prospectus@cantor.com.
This press release does 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 that state or jurisdiction.
About Disc Medicine
Disc Medicine (NASDAQ: IRON) is a clinical-stage
biopharmaceutical company committed to discovering, developing, and
commercializing novel treatments for patients who suffer from
serious hematologic diseases. We are building a portfolio of
innovative, potentially first-in-class therapeutic candidates that
aim to address a wide spectrum of hematologic diseases by targeting
fundamental biological pathways of red blood cell biology,
specifically heme biosynthesis and iron homeostasis.
Cautionary Statement 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, including, without limitation,
express or implied statements related to Disc’s expectations
regarding the timing and closing of the offering, and the
anticipated use of proceeds from the offering. The words “may,”
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “seek,” “target” and similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Any
forward-looking statements in this press release are based on
management’s current expectations and beliefs and are subject to a
number of risks, uncertainties and important factors that may cause
actual events or results to differ materially from those expressed
or implied by any forward-looking statements contained in this
press release. These risks and uncertainties include fluctuations
in Disc’s stock price, changes in market conditions, the
satisfaction of customary closing conditions related to the
underwritten offering, and other risks identified in our SEC
filings, including our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2024, and in the prospectus supplement
related to the offering we will file with the SEC. We caution you
not to place undue reliance on any forward-looking statements,
which speak only as of the date they are made. We disclaim any
obligation to publicly update or revise any such statements to
reflect any change in expectations or in events, conditions or
circumstances on which any such statements may be based, or that
may affect the likelihood that actual results will differ from
those set forth in the forward-looking statements.
Media ContactPeg RusconiDeerfield Group
peg.rusconi@deerfieldgroup.com
Investor Relations ContactChristina
TartagliaPrecision AQ christina.tartaglia@precisionaq.com
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