Structure Therapeutics Announces Pricing of Upsized $650 Million Public Offering of ADSs and Pre-Funded Warrants

Rhea-AI Summary

Structure Therapeutics (NASDAQ: GPCR) priced an upsized underwritten public offering on Dec 9, 2025 of 8,461,538 ADSs at $65.00 per ADS and pre‑funded warrants for 1,538,462 ADSs at $64.9999. The company expects gross proceeds of approximately $650 million before underwriter fees and expenses. The underwriters have a 30‑day option to buy up to an additional 1,500,000 ADSs. The offering is expected to close on December 11, 2025, subject to customary closing conditions, and is being offered pursuant to an effective Form S‑3 registration statement.

Positive

• Upsized offering of 8,461,538 ADSs priced at $65.00
• Expected $650 million gross proceeds before fees
• Includes pre‑funded warrants for 1,538,462 ADSs
• Underwriters include Jefferies, Goldman Sachs, Morgan Stanley

Negative

• All offered securities are being sold by the company, implying dilution
• Underwriters granted 30‑day option for 1,500,000 additional ADSs

Key Figures

ADS offered 8,461,538 ADSs Primary ADS tranche in upsized offering

ADS offer price $65.00 per ADS Public offering price for ADSs

Pre-funded warrants 1,538,462 ADSs ADSs underlying pre-funded warrants in offering

Pre-funded warrant price $64.9999 per warrant Public offering price for each pre-funded warrant

Gross proceeds $650 million Expected gross proceeds before fees and expenses

Underwriters’ option 1,500,000 ADSs 30-day option for additional ADSs

Shelf filing date August 6, 2025 Automatic shelf registration statement on Form S-3

Share price pre-news $66.74 Price before this article’s publication

Market Reality Check

$66.74 Last Close

Volume Volume 3,681,782 is 1.56x the 20-day average of 2,355,643, indicating elevated trading around the offering. high

Technical Shares at $66.74 are trading above the 200-day MA of $23.94, despite being 29.67% below the 52-week high.

Peers on Argus

While GPCR fell 4.63%, several biotech peers also traded lower (e.g., NUVB -6.1%, PGEN -4.62%, ELVN -4.51%, AMLX -3.57%), but no peers appeared in the momentum scanner and no same-day peer news was flagged, pointing to a stock-specific reaction to the offering.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Equity offering launch	Negative	+102.5%	Proposed <b>$500M</b> ADS and pre-funded warrant offering under automatic shelf.
Dec 08	Clinical data update	Positive	+102.5%	Positive 36-week Phase 2b ACCESS data for oral GLP-1 agonist aleniglipron.
Dec 07	Data preview	Neutral	+102.5%	Announcement of upcoming ACCESS topline data release and investor call.
Nov 06	Earnings and pipeline	Positive	+3.9%	Q3 2025 results with <b>$799.0M</b> cash and multiple obesity programs advancing.
Sep 02	Conference participation	Neutral	+4.0%	Participation in two major healthcare investor conferences with webcast access.

Pattern Detected

Recent news shows strong positive reactions to clinical updates, while financing and neutral news sometimes move contrary to their tone, indicating mixed alignment between news sentiment and price.

Recent Company History

Over recent months, Structure Therapeutics has progressed its metabolic disease pipeline and strengthened its balance sheet. Positive topline Phase 2b ACCESS data for oral GLP‑1 agonist aleniglipron and related program updates on December 8, 2025 coincided with large positive price moves. Earlier, Q3 2025 results highlighted $799.0 million in cash and investments and ongoing R&D spend. Conference participation in September and the December 8 proposed offering frame today’s upsized, priced offering as a follow‑on step in funding late‑stage development.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-06

The company has an active automatic shelf registration on Form S-3ASR filed on August 6, 2025 and effective upon filing, enabling it to conduct offerings like the current ADS and pre-funded warrant deal through August 6, 2028. Shelf usage count is 0 in the provided context, indicating limited disclosed takedowns prior to this transaction.

Market Pulse Summary

This announcement prices an upsized public offering of ADSs and pre-funded warrants, expected to raise $650 million before fees, under the company’s automatic shelf registration on Form S-3ASR filed August 6, 2025. It follows recent positive aleniglipron data and prior indications of substantial cash resources. Investors may focus on how the added capital supports Phase 3 and broader pipeline plans versus dilution from new ADS issuance and the underwriters’ option for additional shares.

Key Terms

american depositary shares financial

"offering of 8,461,538 American depositary shares (ADSs), each representing three"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

pre-funded warrants financial

"and pre-funded warrants to purchase 1,538,462 ADSs at a price"

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

"announced the pricing of its upsized underwritten public offering of 8,461,538"

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.

automatic shelf registration statement regulatory

"The offering is being made pursuant to an automatic shelf registration statement"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3 regulatory

"automatic shelf registration statement on Form S-3, including a base prospectus"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to"

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. Not financial advice.

SAN FRANCISCO, Dec. 09, 2025 (GLOBE NEWSWIRE) -- Structure Therapeutics Inc. (NASDAQ: GPCR), a clinical-stage global biopharmaceutical company developing novel oral small molecule therapeutics for metabolic diseases, with a focus on obesity, today announced the pricing of its upsized underwritten public offering of 8,461,538 American depositary shares (ADSs), each representing three ordinary shares, at a price to the public of $65.00 per ADS and pre-funded warrants to purchase 1,538,462 ADSs at a price to the public of $64.9999 per pre-funded warrant. All of the securities in the offering are being sold by Structure Therapeutics.

The gross proceeds to Structure Therapeutics from the offering are expected to be approximately $650 million, before deducting underwriting discounts and commissions and offering expenses. In addition, Structure Therapeutics has granted the underwriters a 30-day option to purchase up to an additional 1,500,000 ADSs at the public offering price, less underwriting discounts and commissions. The offering is expected to close on December 11, 2025, subject to the satisfaction of customary closing conditions.

Jefferies, Leerink Partners, Goldman Sachs & Co. LLC, Morgan Stanley, Guggenheim Securities and BMO Capital Markets are acting as joint book-running managers for the offering. LifeSci Capital and Citizens Capital Markets are acting as co-managers for the offering.

The offering is being made pursuant to an automatic shelf registration statement on Form S-3, including a base prospectus, that was filed with the Securities and Exchange Commission (SEC) on August 6, 2025 and became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and is available for free on the SEC’s website located at www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website located at www.sec.gov. Copies of the final prospectus relating to the offering may be obtained, when available, 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; Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.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, NY 10014, by telephone at (866) 718-1649, or by email at prospectus@morganstanley.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; and BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email at bmoprospectus@bmo.com.

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 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 Structure Therapeutics
Structure Therapeutics is a science-driven clinical-stage biopharmaceutical company focused on discovering and developing innovative oral small molecule treatments for chronic metabolic conditions with significant unmet medical needs. Utilizing its next generation structure-based drug discovery platform, the Company has established a robust GPCR-targeted pipeline, featuring multiple wholly-owned proprietary clinical-stage oral small molecule compounds designed to surpass the scalability limitations of traditional biologic and peptide therapies and be accessible to more patients around the world. 

Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including without limitation, statements concerning the expected timing and completion of the offering and the expected gross proceeds from the offering. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to the Company may identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Readers are cautioned that actual results could differ materially from those expressed or implied in the Company’s forward-looking statements due to a variety of risks and uncertainties, which include, without limitation, market risks and uncertainties, the satisfaction of customary closing conditions for an offering of securities and other risk and uncertainties described in the Company’s filings with the SEC, including the Company’s latest Quarterly Report on Form 10-Q and future reports the Company may file with the SEC from time to time. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investors:
Danielle Keatley
Structure Therapeutics Inc.
ir@structuretx.com

Media:
Dan Budwick
1AB
Dan@1abmedia.com

FAQ

What did Structure Therapeutics (GPCR) announce on December 9, 2025?

The company priced an upsized offering of 8,461,538 ADSs and pre‑funded warrants for 1,538,462 ADSs, raising about $650 million gross.

At what price were GPCR ADSs and pre‑funded warrants offered?

ADSs were offered at $65.00 per ADS and pre‑funded warrants at $64.9999 per warrant.

When is the GPCR offering expected to close?

The offering is expected to close on December 11, 2025, subject to customary closing conditions.

How much gross proceeds does the GPCR offering expect to raise?

The company expects approximately $650 million in gross proceeds before underwriting discounts and expenses.

Will the GPCR offering allow additional ADS sales after pricing?

Yes. Underwriters have a 30‑day option to purchase up to 1,500,000 additional ADSs.

Where can investors find the GPCR prospectus and filings?

The preliminary and final prospectus supplements and base prospectus will be available for free on www.sec.gov.