Structure Therapeutics Announces Proposed $500 Million Public Offering of American Depositary Shares and Pre-Funded Warrants

Rhea-AI Summary

Structure Therapeutics (NASDAQ: GPCR) announced on December 8, 2025 the commencement of a proposed underwritten public offering to issue and sell $500 million of American depositary shares (ADSs) or, for certain investors, pre-funded warrants to purchase ordinary shares represented by ADSs. Each ADS represents three ordinary shares. The company expects to grant underwriters a 30-day option to purchase up to an additional $75 million of ADSs or pre-funded warrants. The offering is subject to market and other conditions and may not be completed. The offering is being made under an automatic shelf registration statement on Form S-3 filed with the SEC on August 6, 2025, and a preliminary prospectus supplement will be filed and available on SEC.gov.

Positive

• $500 million proposed capital raise via ADSs or pre-funded warrants
• $75 million 30-day overallotment option granted to underwriters

Negative

• Potential shareholder dilution from the $500 million securities offering
• No assurance the proposed offering will be completed; subject to market conditions

Key Figures

Proposed offering size $500 million Underwritten public offering of ADSs and pre-funded warrants

Underwriters’ option $75 million 30-day option to purchase additional ADSs or pre-funded warrants

ADS to ordinary share ratio 1 ADS = 3 ordinary shares Structure of American depositary shares in the offering

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

Q3 2025 cash $799.0 million Cash, cash equivalents and short-term investments as of 09/30/2025

Q3 2025 net loss $65,712 Net loss for quarter ended 09/30/2025

ATM gross proceeds $58.5 million ADSs sold via ATM in September 2025

ATM remaining capacity $191.5 million Capacity under ATM program after September 2025 sales

Market Reality Check

$69.98 Last Close

Volume Volume 1,170,208 vs 20-day average 1,270,968 (relative volume 0.92x). normal

Technical Price $34.56 is trading above the 200-day MA $23.48.

Peers on Argus

GPCR gained 5.21% while close peers showed mixed, smaller moves (e.g., ELVN +1.77%, NUVB +2.64%, PGEN -5.01%). This suggests the reaction was more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 06	Earnings and pipeline	Positive	+3.9%	Q3 2025 financials and pipeline timing, cash runway to at least 2027.
Sep 02	Investor conferences	Positive	+4.0%	Participation in two major healthcare investor conferences and webcasts.
Aug 06	Earnings and updates	Positive	-0.7%	Q2 2025 results, strong cash balance, expanded GLP‑1 clinical program.
Jun 20	Clinical data update	Positive	+1.7%	Preclinical data for ACCG‑2671 and GSBR‑5595 at ADA scientific meeting.

Pattern Detected

Recent news events have mostly seen price moves align with generally positive operational and financial updates, with one earnings report showing a mild divergence.

Recent Company History

This announcement follows a series of updates highlighting clinical and financial progress. In Q2 2025 and Q3 2025, GPCR reported advancing its oral GLP‑1 program and amylin agonists with cash of up to $799.0M, projected to fund operations through at least 2027. A June clinical trial data update and a September conferences notice also saw generally positive reactions. Against that backdrop, today’s proposed offering leverages the company’s previously established capital markets access.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-06

The company has an effective automatic shelf registration on Form S-3ASR filed on 2025-08-06, expiring on 2028-08-06, with recorded usage count of 0 prior to this proposed offering.

Market Pulse Summary

This announcement outlines a proposed underwritten public offering of up to $500M in ADSs and pre-funded warrants, plus a $75M underwriter option, under an automatic shelf on Form S-3 filed on 2025-08-06. It follows quarters where GPCR reported cash of $799.0M and advanced multiple metabolic disease programs. Investors may track final deal terms, use of proceeds, and progress of late‑stage GLP‑1 and amylin candidates as key reference points.

Key Terms

american depositary shares financial

"to issue and sell $500 million of American depositary shares (ADSs)"

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

"in lieu of ADSs, pre-funded warrants to purchase ordinary shares"

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.

automatic shelf registration statement regulatory

"pursuant to an automatic shelf registration statement on Form S-3"

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

"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"

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. 08, 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 commencement of a proposed underwritten public offering, subject to market and other conditions, to issue and sell $500 million of American depositary shares (ADSs), each representing three ordinary shares, or for certain investors that so choose, in lieu of ADSs, pre-funded warrants to purchase ordinary shares, represented by ADSs. All securities are being offered by Structure Therapeutics.

In connection with the proposed offering, Structure Therapeutics expects to grant the underwriters a 30-day option to purchase up to an additional $75 million of ADSs (or pre-funded warrants in lieu of ADSs). There can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.

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

The proposed 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 proposed offering will be filed with the SEC and will be available for free on the SEC’s website located at www.sec.gov. The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the proposed 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 timing, terms, size and completion of the proposed public 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 completion of the public offering on the anticipated terms or at all, the grant to the underwriters of the option to purchase additional ADSs 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 is Structure Therapeutics announcing on December 8, 2025 (GPCR)?

Structure Therapeutics announced a proposed underwritten offering to sell $500 million of ADSs or pre-funded warrants.

How many ordinary shares does one GPCR ADS represent?

Each ADS represents three ordinary shares.

Is there an option to increase the size of the GPCR offering?

Yes, underwriters are expected to receive a 30-day option to purchase up to an additional $75 million of ADSs or pre-funded warrants.

When was the registration statement for the GPCR offering filed and became effective?

The automatic shelf registration on Form S-3 was filed with the SEC on August 6, 2025 and became effective upon filing.

Who are the joint book-running managers for the GPCR offering?

Jefferies, Leerink Partners, Goldman Sachs & Co. LLC, Morgan Stanley, Guggenheim Securities and BMO Capital Markets are serving as joint book-running managers.

Where can investors find the GPCR preliminary prospectus supplement?

A preliminary prospectus supplement will be filed with the SEC and will be available for free on www.sec.gov.