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

Enliven Therapeutics (Nasdaq: ELVN) priced an upsized underwritten public offering of 8,933,334 common shares at $37.50 and pre-funded warrants for up to 1,733,333 shares at $37.499.

Rhea-AI Summary

Enliven Therapeutics (Nasdaq: ELVN) priced an upsized underwritten public offering of 8,933,334 common shares at $37.50 and pre-funded warrants for up to 1,733,333 shares at $37.499. Gross proceeds are expected to be about $400 million before fees, with closing targeted around June 15, 2026.

Underwriters have a 30-day option to buy up to 1,600,000 additional shares at the public price, less underwriting discounts and commissions.

Positive

• Expected gross proceeds of approximately $400 million before expenses
• Upsized deal includes 8,933,334 new common shares
• Additional 1,733,333 shares available via pre-funded warrants
• 30-day underwriters’ option for up to 1,600,000 extra shares

Negative

• Share count may increase by over 10 million shares including warrants
• Underwriters’ 1,600,000-share option could further expand equity base

Argus Jun 12 session

+14.30% close to close Open Argus

Details

News Market Reaction – ELVN

In the Jun 12 session, ELVN gained 14.30%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +14.3% in the session following this news. A strong positive reaction aligns with E...

Analysis

The stock surged +14.3% in the session following this news. A strong positive reaction aligns with ELVN’s history of sizable moves around equity offerings, where prior events averaged about 5.76%. The upsized deal of roughly $400.0M adds significant cash but also increases dilution via new shares and pre‑funded warrants. Investors monitoring sustainability would watch how quickly capital is deployed into ELVN-001 and other programs and whether follow‑on financings repeat this pattern.

Key Figures

Common shares offered: 8,933,334 shares Offering price: $37.50 per share Pre-funded warrants: 1,733,333 warrants +4 more

Common shares offered

8,933,334 shares

Upsized underwritten public offering

Offering price

$37.50 per share

Public offering of common stock

Pre-funded warrants

1,733,333 warrants

In lieu of common stock for some investors

Pre-funded warrant price

$37.499 per warrant

Public price, with $0.001 exercise price

Exercise price

$0.001 per share

Pre-funded warrant exercise price

Gross proceeds

$400.0 million

Expected before underwriting discounts and expenses

Underwriters’ option

1,600,000 additional shares

30-day option at public offering price

Previous Offering Reports

3 past events · Latest: Jun 16

Same Type 3 events

1. Jun 16

   Equity offering closing

   24h Move

   -5.6%

   Closing of prior stock and pre-funded warrant offering, gross proceeds about $230M.

2. Jun 13

   Offering pricing

   24h Move

   +11.4%

   Pricing of stock and pre-funded warrant deal targeting roughly $200M gross proceeds.

3. Jun 13

   Offering announcement

   24h Move

   +11.4%

   Announcement of proposed $200M offering plus $30M underwriter option in common stock.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, underwritten public offering, registration statement on form s-3asr, prospectus supplement

4 terms

pre-funded warrants financial

"pre-funded warrants to purchase up to 1,733,333 shares of Enliven's common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten public offering financial

"it has priced its previously announced upsized underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

registration statement on form s-3asr regulatory

"pursuant to a Registration Statement on Form S-3ASR, including a base prospectus"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

prospectus supplement regulatory

"Enliven has filed with the SEC a preliminary prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BURLINGAME, Calif., June 11, 2026 /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 upsized underwritten public offering of 8,933,334 shares of its common stock at a price to the public of $37.50 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase up to 1,733,333 shares of Enliven's common stock at a price to the public of $37.499 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 $400.0 million before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about June 15, 2026, subject to the satisfaction of customary closing conditions. In addition, Enliven has granted the underwriters a 30-day option to purchase up to an additional 1,600,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions.

Jefferies, Goldman Sachs & Co. LLC, Morgan Stanley and Barclays are acting as joint book-running managers for the offering. Mizuho is also acting as a book-running manager and LifeSci Capital is acting as a passive book-running manager for the offering. Baird is acting as lead manager and Jones is acting as manager for the offering.

The offering is being made pursuant to a Registration Statement on Form S-3ASR, including a base prospectus, which became automatically effective upon filing with the U.S. Securities and Exchange Commission (SEC) on August 13, 2025, 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, 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; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at prospectus@morganstanley.com; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.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 medicine 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 Burlingame, California.

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: 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 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Enliven Therapeutics (NASDAQ: ELVN) announce about its June 2026 stock offering?

Enliven Therapeutics announced pricing of an upsized underwritten public offering of common stock and pre-funded warrants. According to Enliven, the deal totals 8,933,334 common shares plus pre-funded warrants for up to 1,733,333 shares, all sold by the company.

How much money will Enliven Therapeutics (ELVN) raise from the June 2026 offering?

Enliven Therapeutics expects gross proceeds of about $400 million before fees and expenses. According to Enliven, this amount excludes underwriting discounts, commissions and other offering costs and could increase if underwriters exercise their 30-day option for extra shares.

What are the pricing terms of Enliven Therapeutics’ June 2026 ELVN stock and warrant offering?

The common stock is priced at $37.50 per share, and pre-funded warrants at $37.499 each. According to Enliven, the warrant price equals the share price minus a $0.001 per share exercise price for each pre-funded warrant.

What is the structure of Enliven Therapeutics’ June 2026 ELVN equity financing?

The financing includes 8,933,334 common shares and pre-funded warrants for up to 1,733,333 shares. According to Enliven, all securities are offered by the company in an underwritten public deal with a 30-day option for 1,600,000 additional common shares.

When is the expected closing date for Enliven Therapeutics’ June 2026 ELVN offering?

The offering is expected to close on or about June 15, 2026, subject to customary conditions. According to Enliven, final settlement depends on completion of typical closing requirements for underwritten public offerings in the United States.

Who are the underwriters for Enliven Therapeutics’ June 2026 ELVN stock and warrant sale?

Jefferies, Goldman Sachs & Co. LLC, Morgan Stanley and Barclays are joint book-running managers, with Mizuho and LifeSci Capital also involved. According to Enliven, Baird acts as lead manager and Jones as manager for the underwritten public offering.

How could Enliven Therapeutics’ June 2026 ELVN offering affect existing shareholders?

The transaction will increase Enliven’s outstanding equity through new shares and pre-funded warrants. According to Enliven’s terms, 8,933,334 common shares plus potential warrant exercises and a 1,600,000-share option may expand the share base and alter ownership percentages.