Nuvalent Announces Closing of Public Offering of Common Stock and Full Exercise by Underwriters of Option to Purchase Additional Shares from Selling Stockholders
Rhea-AI Summary
Nuvalent (Nasdaq: NUVL) closed an underwritten public offering of 4,950,496 shares of Class A common stock at $101.00 per share, with the offering closing on November 20, 2025.
Gross proceeds to Nuvalent were approximately $500.0 million before underwriting discounts, commissions and expenses. On November 20, 2025 underwriters fully exercised an option to buy an additional 742,574 shares from Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund IV; the sale of those Additional Shares closed on November 24, 2025 and Nuvalent received no proceeds from that secondary sale. J.P. Morgan, Jefferies, TD Cowen and Cantor served as joint book-running managers.
Positive
- Gross proceeds of approximately $500.0 million
- Sale of 4,950,496 Class A shares at $101.00 per share
- Underwriters fully exercised option to purchase Additional Shares (742,574)
- Offering completed under an effective shelf registration filed March 16, 2023
- Four major banks acted as joint book-running managers
Negative
- Nuvalent received no proceeds from the sale of the 742,574 Additional Shares
- Secondary sale by selling stockholders could maintain selling pressure (short-term liquidity impact for market)
Insights
Nuvalent completed a sizable equity raise of
Nuvalent sold 4,950,496 shares at
The immediate business effect is a stronger cash position for the company from the primary shares sold, which supports ongoing clinical programs and general corporate purposes. Key dependencies include the use of the proceeds and the dilution impact on existing holders; the disclosure confirms underwriting fees and offering expenses will reduce net proceeds but supplies no net-proceeds figure. Watch for follow-up disclosures showing net proceeds allocation and updated share count; expect such items and any planned capital deployment details in the near term, particularly in subsequent SEC filings and investor communications around the next fiscal quarter.
On November 20, 2025, the underwriters exercised in full their option to purchase an additional 742,574 shares of Class A common stock (the "Additional Shares") from Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (together, the "Selling Stockholders") at the public offering price less underwriting discounts and commission. The sale of the Additional Shares by the Selling Stockholders closed on November 24, 2025. Nuvalent did not receive any proceeds from the sale of the Additional Shares by the Selling Stockholders.
J.P. Morgan, Jefferies, TD Cowen and Cantor acted as joint book-running managers for the offering.
The shares were offered by Nuvalent pursuant to an automatically effective shelf registration statement that was filed with the Securities and Exchange Commission ("SEC") on March 16, 2023. The offering was made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC's website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus can be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
This press release shall not constitute an offer to sell or the 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 any such state or jurisdiction.
About Nuvalent
Nuvalent, Inc. (Nasdaq: NUVL) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. Leveraging deep expertise in chemistry and structure-based drug design, we develop innovative small molecules that have the potential to overcome resistance, minimize adverse events, address brain metastases, and drive more durable responses. Nuvalent is advancing a robust pipeline with investigational candidates for ROS1-positive, ALK-positive, and HER2-altered non-small cell lung cancer, and multiple discovery-stage research programs.
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SOURCE Nuvalent, Inc.
FAQ
How many shares did Nuvalent (NUVL) sell in the November 2025 offering?
How much did Nuvalent (NUVL) raise in the November 2025 public offering?
What were the additional shares exercised in the NUVL offering and who sold them?
Did Nuvalent (NUVL) receive proceeds from the Additional Shares sold on November 24, 2025?
When did the Nuvalent (NUVL) offering close and when did the sale of Additional Shares close?
Who were the book-running managers for Nuvalent's (NUVL) November 2025 offering?
