On November 18, 2025 Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, reported the pricing of an underwritten public offering of shares of Class A common stock at a price to the public of $101.00 per share. Nuvalent is selling 4,950,496 shares in the offering. The gross proceeds to Nuvalent from the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be approximately $500.0 million. The offering is expected to close on November 20, 2025, subject to the satisfaction of customary closing conditions.
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In addition, Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (together, the "Selling Stockholders") have granted the underwriters a 30-day option to purchase from the Selling Stockholders up to an additional 742,574 shares of Class A common stock at the public offering price less underwriting discounts and commissions. Nuvalent will not receive any proceeds from the sale of any shares by the Selling Stockholders.
J.P. Morgan, Jefferies, TD Cowen and Cantor 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 [email protected] and [email protected]; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected]; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected]; or Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at [email protected].
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.
(Press release, Nuvalent, NOV 18, 2025, View Source [SID1234660067])