Enliven Therapeutics Announces Pricing of Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Enliven Therapeutics (ELVN) has announced the pricing of its public offering, consisting of 8,394,737 shares of common stock at $19.66 per share and pre-funded warrants for up to 1,780,263 shares at $19.659 per warrant. The gross proceeds are expected to be approximately $200 million before deducting expenses. The offering is set to close around June 16, 2025. The company has granted underwriters a 30-day option to purchase up to an additional 1,526,250 shares. Jefferies, Goldman Sachs & Co. LLC, TD Cowen, and Mizuho are serving as joint book-running managers, with LifeSci Capital acting as lead manager for the offering.

Positive

• Expected gross proceeds of $200 million to strengthen company's financial position
• Participation of major investment banks as underwriters indicates strong institutional support
• Additional flexibility through 30-day option for underwriters to purchase extra shares

Negative

• Potential dilution for existing shareholders due to significant share issuance
• Offering price of $19.66 may represent a discount to market price
• Additional dilution possible if underwriters exercise their option for extra shares

Insights

Biotechnology Financial Analyst

Enliven secures $200M through stock offering to bolster clinical pipeline development; dilutive but strengthens financial position.

Enliven Therapeutics has priced a substantial $200 million public offering comprising 8,394,737 shares at $19.66 per share along with pre-funded warrants for an additional 1,780,263 shares. This financing represents a significant capital infusion for the clinical-stage biopharma company. The offering structure utilizing both common stock and pre-funded warrants (priced at $19.659 with a nominal $0.001 exercise price) provides flexibility for different investor preferences while effectively pricing both securities equally.

The underwriting team is led by heavyweight financial institutions including Jefferies, Goldman Sachs, TD Cowen, and Mizuho, indicating strong institutional support for this capital raise. The 30-day option granted to underwriters for an additional 1,526,250 shares could potentially increase proceeds by approximately $30 million if fully exercised.

This financing significantly strengthens Enliven's balance sheet, providing crucial capital for advancing its small molecule therapeutic pipeline through clinical development stages, which typically require substantial funding for clinical trials. For a clinical-stage biotech company without significant revenue streams, access to capital is essential for research continuity and clinical program advancement. While the offering will dilute existing shareholders, the capital injection enhances the company's financial runway and development capabilities for its oncology-focused small molecule programs.

BOULDER, Colo., June 13, 2025 /PRNewswire/ -- Enliven Therapeutics, Inc. (Enliven or the Company) (Nasdaq: ELVN), a clinical-stage biopharmaceutical company focused on the discovery and development of small molecule therapeutics, today announced that it has priced its previously announced underwritten public offering of 8,394,737 shares of its common stock at a price to the public of $19.66 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase up to 1,780,263 shares of Enliven's common stock at a price to the public of $19.659 per pre-funded warrant, which represents the per share public offering price of each share of Enliven's common stock less the $0.001 per share exercise price for each pre-funded warrant. All of the shares and pre-funded warrants are being sold by Enliven. The gross proceeds from the offering are expected to be approximately $200 million before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about June 16, 2025, subject to satisfaction of customary closing conditions. In addition, Enliven has granted the underwriters a 30-day option to purchase up to an additional 1,526,250 shares of its common stock at the public offering price, less the underwriting discounts and commissions.

Jefferies, Goldman Sachs & Co. LLC, TD Cowen and Mizuho are acting as joint book-running managers for the offering. LifeSci Capital is acting as lead manager for the offering.

The offering is being made pursuant to a Registration Statement on Form S-3, including a base prospectus, previously filed with and declared effective by the SEC and a related registration statement that was filed with the SEC on June 13, 2025 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (and became automatically effective upon filing), and Enliven has filed with the SEC a preliminary prospectus supplement and accompanying prospectus relating to the offering. A final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC's website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (833) 297-2926 or by email at TD.ECM_Prospectus@tdsecurities.com; or Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10020, by telephone at (212) 205-7600 or by email at US-ECM@mizuhogroup.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.

About Enliven Therapeutics

Enliven is a clinical-stage biopharmaceutical company focused on the discovery and development of small molecule therapeutics to help people not only live longer, but live better. Enliven aims to address existing and emerging unmet needs with a precision oncology approach that improves survival and enhances overall well-being. Enliven's discovery process combines deep insights in clinically validated biological targets and differentiated chemistry to design potentially first-in-class or best-in-class therapies. Enliven is based in Boulder, Colorado.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements about Enliven within the meaning of the federal securities laws, including those related to the timing of the closing of the offering and the expected gross proceeds. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including but not limited to: whether or not Enliven will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Information regarding the foregoing and additional risks may be found in the section entitled "Risk Factors" in documents that Enliven files from time to time with the Securities and Exchange Commission, including the registration statement and the preliminary prospectus supplement relating to the proposed public offering. These forward-looking statements are made as of the date of this press release, and Enliven assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Enliven Therapeutics, Inc.

FAQ

How much money is Enliven Therapeutics (ELVN) raising in its June 2025 public offering?

Enliven Therapeutics is expected to raise approximately $200 million in gross proceeds before deducting underwriting discounts and commissions and other offering expenses.

What is the pricing of ELVN's public offering in June 2025?

The offering includes common stock priced at $19.66 per share and pre-funded warrants at $19.659 per warrant with a $0.001 exercise price.

How many shares is Enliven Therapeutics offering in its June 2025 public offering?

Enliven is offering 8,394,737 shares of common stock and pre-funded warrants for up to 1,780,263 shares, with an additional 30-day option for underwriters to purchase up to 1,526,250 shares.

Who are the underwriters for Enliven Therapeutics' June 2025 public offering?

The joint book-running managers are Jefferies, Goldman Sachs & Co. LLC, TD Cowen, and Mizuho, with LifeSci Capital acting as lead manager.

When will ELVN's public offering close?

The offering is expected to close on or about June 16, 2025, subject to customary closing conditions.