Nightstar Announces Proposed Public Offering of American Depositary Shares
26 September 2018 - 6:25AM
Nightstar Therapeutics plc (NASDAQ:NITE), a clinical-stage gene
therapy company developing treatments for rare inherited retinal
diseases, today announced that it has commenced an underwritten
public offering of 4,000,000 American Depositary Shares (“ADSs”)
representing 4,000,000 ordinary shares. In addition, Nightstar
expects to grant the underwriters an option for a period of 30 days
to purchase up to an additional 600,000 ADSs on the same terms and
conditions. All ADSs to be sold in the offering will be offered by
Nightstar. The offering is subject to market conditions, and there
can be no assurance as to whether or when the offering may be
completed or as to the actual size or terms of the offering.
Nightstar intends to use the net proceeds of the
offering to support the ongoing clinical development of NSR-REP1
for the treatment of choroideremia and NSR-RPGR in X-linked
retinitis pigmentosa, and to fund other research and development
activities, working capital and general corporate purposes.
Jefferies LLC, Barclays Capital Inc. and UBS
Securities LLC are acting as joint book-running managers for the
offering.
The offering will be made only by means of a
prospectus. When available, copies of the preliminary prospectus
relating to and describing the terms of the offering may be
obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022,
telephone: (877) 547-6340, e-mail:
Prospectus_Department@Jefferies.com; or Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: (888) 603-5847, e-mail:
barclaysprospectus@broadridge.com; or UBS Securities LLC,
Attention: Prospectus Department, 1285 Avenue of the Americas, New
York, NY 10019, telephone: (888) 827-7275, email:
olprospectusrequest@ubs.com.
A registration statement relating to and
describing the terms of the offering has been filed with the U.S.
Securities and Exchange Commission but has not yet become
effective. These securities may not be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or other jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Nightstar
Nightstar is a leading clinical-stage gene
therapy company focused on developing and commercializing novel
one-time treatments for patients suffering from rare inherited
retinal diseases that would otherwise progress to blindness.
Cautionary Language Concerning
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. The words “believe,” “anticipate,” “could,”
“intend,” “estimate,” “will,” “would,” “may,” “should,” “project,”
“target,” “track,” “expect” or other similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. All
statements contained in this press release other than statements of
historical facts are forward-looking statements, including, without
limitation: the anticipated final terms, timing and completion of
the proposed offering; the use of proceeds in the proposed
offering; our planned and ongoing clinical development for NSR-REP1
and NSR-RPGR, including our Phase 3 STAR trial in choroideremia and
Phase 1/2 XIRIUS trial in X-linked retinitis pigmentosa; the
continued clinical development of our pipeline; and statements
about our cash position and sufficiency of capital resources to
fund our operating requirements, trends and other factors that may
affect our financial results. These forward-looking statements are
based on management's current expectations of future events as of
the date of this release and are subject to a number of substantial
known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements, including
those related to the timing and costs involved in commercializing
any product candidate that receives regulatory approval; the
initiation, timing and conduct of clinical trials; the availability
of data from clinical trials and expectations for regulatory
submissions and approvals; whether interim results of a clinical
trial will be predictive of the final results of the trial; whether
results of small or early stage clinical trials will be predictive
of the results of later-stage trials; our scientific approach and
general development progress; the availability or commercial
potential of the our product candidates; the sufficiency of our
cash resources; and other risks and uncertainties set forth in our
Report of Foreign Private Issuer on Form 6-K furnished to the U.S.
Securities and Exchange Commission on September 25, 2018 and
subsequent reports that we file with the U.S. Securities and
Exchange Commission. We may not actually achieve the plans,
intentions, estimates or expectations disclosed in our
forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual results or events could
differ materially from the plans, intentions, estimates and
expectations disclosed in the forward-looking statements we make.
We anticipate that subsequent events and developments will cause
our views to change. We are under no duty to update any of these
forward-looking statements after the date of this press release to
conform these statements to actual results or revised expectations,
except as required by law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release. Any reference to our
website address in this press release is intended to be an inactive
textual reference only and not an active hyperlink.
Contact:Senthil Sundaram, Chief
Financial OfficerBrian Luque, Sr. Manager, Investor
Relationsinvestors@nightstartx.com
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