CAMBRIDGE, Mass., Oct. 16,
2023 /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 that it
has commenced an underwritten public offering of $300.0 million of its shares of Class A common
stock. All shares are being offered by Nuvalent. The offering is
subject to market and other 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. In addition,
Nuvalent expects to grant the underwriters a 30-day option to
purchase up to an additional 15% of the shares of Class A common
stock sold in the public offering at the public offering price less
underwriting discounts and commissions.
J.P. Morgan, TD Cowen, Piper
Sandler and BMO Capital Markets are acting as joint
book-running managers for the offering. Wedbush Securities is
acting as a manager.
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 will be filed
with the SEC and, when filed, may be obtained for free by visiting
the SEC's website at www.sec.gov. Copies of the preliminary
prospectus supplement and the accompanying prospectus can be
obtained, when available, from: J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, 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 telephone at (833)
297-2926 or by email at Prospectus_ECM@cowen.com; Piper Sandler & Co., 800 Nicollet Mall,
J12S03, Minneapolis, MN 55402,
Attention: Prospectus Department, by telephone at (800) 747-3924,
or by email at prospectus@psc.com; and BMO Capital Markets Corp.,
Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor,
New York, NY 10036, by telephone
at (800) 414-3627 or by email at bmoprospectus@bmo.com. The final
terms of the offering will be disclosed in a final prospectus
supplement to be filed with the SEC.
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 parallel lead programs in ROS1-positive and
ALK-positive non-small cell lung cancer, a program in HER2 Exon 20
insertion-positive cancers, 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 relating to the expected size of the public
offering and the grant to the underwriters of an option to purchase
additional shares. 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, 2023, Nuvalent's
preliminary prospectus supplement to be filed with the SEC 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.