Disc Medicine Announces Pricing of $225.5 Million Upsized Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Disc Medicine (NASDAQ: IRON) has announced the pricing of its upsized public offering, consisting of 3,918,182 shares of common stock at $55.00 per share and pre-funded warrants to purchase 181,818 shares at $54.9999 per warrant. The offering is expected to generate approximately $225.5 million in gross proceeds before deducting expenses.

The company has granted underwriters a 30-day option to purchase up to an additional $33.825 million of shares. The offering is expected to close on January 24, 2025. Proceeds will fund research and clinical development, support potential commercialization of bitopertin for EPP and XLP, and provide working capital.

Jefferies, Leerink Partners, Stifel, and Cantor are serving as joint book-running managers, with BMO Capital Markets, LifeSci Capital, Wedbush PacGrow, and H.C. Wainwright & Co. as co-managers.

Positive

• Substantial capital raise of $225.5 million with potential additional $33.825 million from underwriter option
• Funds allocated for clinical development and commercialization of bitopertin
• Strong syndicate of investment banks supporting the offering

Negative

• Significant shareholder dilution through issuance of new shares and warrants
• Additional dilution possible if underwriters exercise their option

Insights

Financial Analyst

Disc Medicine's $225.5 million upsized public offering represents a strategic move to bolster its financial position, priced at $55.00 per share, which is particularly noteworthy given the company's current market cap of $1.73 billion. The offering structure, combining common stock and pre-funded warrants, demonstrates sophisticated financial engineering to accommodate different investor preferences while minimizing immediate dilution impacts.

The pricing strategy reveals strong institutional confidence in Disc's pipeline, particularly its lead candidate bitopertin for EPP and XLP treatments. The pre-funded warrants, with their nominal $0.0001 exercise price, essentially function as deferred common stock, providing immediate capital while offering investors flexibility in timing their equity ownership.

Breaking down the capital allocation strategy: 1) Clinical development funding ensures continued pipeline advancement 2) Commercialization preparations for bitopertin indicate confidence in regulatory approval prospects 3) The additional working capital provides an extended operational runway, estimated to strengthen the company's negotiating position for future partnerships or licensing deals.

The 15% overallotment option ($33.825 million) suggests strong anticipated demand. However, investors should note that this offering will result in approximately 13% dilution to existing shareholders if fully subscribed, including the overallotment option. The participation of top-tier underwriters like Jefferies and Leerink Partners adds credibility to the offering and suggests robust institutional interest.

WATERTOWN, Mass., Jan. 22, 2025 (GLOBE NEWSWIRE) -- Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today announced the pricing of its upsized underwritten offering of shares of its common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock. Disc is selling 3,918,182 shares of common stock and pre-funded warrants to purchase 181,818 shares of common stock in the offering. The shares of common stock are being sold at an offering price of $55.00 per share, and the pre-funded warrants are being sold at an offering price of $54.9999 per pre-funded warrant, which represents the per share offering price for the common stock less the $0.0001 per share exercise price for each such pre-funded warrant. The aggregate gross proceeds to Disc from this offering are expected to be approximately $225.5 million, before deducting underwriting discounts and commissions and other offering expenses, excluding the exercise of any pre-funded warrants. In addition, Disc has granted the underwriters a 30-day option to purchase up to an additional $33.825 million of shares of its common stock at the public offering price, less underwriting discounts and commissions. All of the securities being sold in the offering are being offered by Disc. The offering is expected to close on January 24, 2025, subject to the satisfaction of customary closing conditions.

Disc intends to use the net proceeds from the offering to fund research and clinical development of its current or additional product candidates, to support the potential commercialization of bitopertin for erythropoietic protoporphyria (EPP) and X-linked protoporphyria (XLP), as well as for working capital and other general corporate purposes.

Jefferies, Leerink Partners, Stifel and Cantor are acting as joint book-running managers for the offering. BMO Capital Markets, LifeSci Capital, Wedbush PacGrow and H.C. Wainwright & Co. are acting as co-managers for the offering.

The securities described above are being offered by Disc pursuant to an automatic shelf registration statement on Form S-3 (No. 333-281359) that was previously filed with the Securities and Exchange Commission (SEC) on August 8, 2024. This offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may also be obtained, when available, by contacting: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York, 10022, or by email at prospectus@cantor.com.

This press release does not constitute an offer to sell or a 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 that state or jurisdiction.

About Disc Medicine

Disc Medicine (NASDAQ: IRON) is a clinical-stage biopharmaceutical company committed to discovering, developing, and commercializing novel treatments for patients who suffer from serious hematologic diseases. We are building a portfolio of innovative, potentially first-in-class therapeutic candidates that aim to address a wide spectrum of hematologic diseases by targeting fundamental biological pathways of red blood cell biology, specifically heme biosynthesis and iron homeostasis.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, express or implied statements related to Disc’s expectations regarding the timing and closing of the offering, and the anticipated use of proceeds from the offering. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release. These risks and uncertainties include fluctuations in Disc’s stock price, changes in market conditions, the satisfaction of customary closing conditions related to the underwritten offering, and other risks identified in our SEC filings, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and in the prospectus supplement related to the offering we will file with the SEC. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We disclaim any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Media Contact
Peg Rusconi
Deerfield Group
peg.rusconi@deerfieldgroup.com

Investor Relations Contact
Christina Tartaglia
Precision AQ
christina.tartaglia@precisionaq.com

FAQ

How much money is Disc Medicine (IRON) raising in its January 2025 public offering?

Disc Medicine is raising approximately $225.5 million in gross proceeds, with potential additional proceeds of $33.825 million if underwriters exercise their option.

What is the pricing of IRON's common stock and pre-funded warrants in the January 2025 offering?

The common stock is priced at $55.00 per share, and pre-funded warrants are priced at $54.9999 per warrant with a $0.0001 exercise price.

How many shares and warrants is Disc Medicine (IRON) offering in January 2025?

Disc Medicine is offering 3,918,182 shares of common stock and pre-funded warrants to purchase 181,818 shares.

What will IRON use the proceeds from the January 2025 offering for?

The proceeds will fund research and clinical development, support commercialization of bitopertin for EPP and XLP, and provide working capital.

When is IRON's January 2025 public offering expected to close?

The offering is expected to close on January 24, 2025, subject to customary closing conditions.