Nuvalent Announces Public Offering of Common Stock

Rhea-AI Summary

Nuvalent (Nasdaq: NUVL) announced on November 17, 2025 that it has commenced an underwritten public offering of Class A common stock seeking to raise $500.0 million. The offering is subject to market and other conditions and may change in size or terms.

Deerfield Healthcare Innovations Fund and Deerfield Private Design Fund IV (the selling stockholders) expect to grant underwriters a 30‑day option to purchase up to an additional 15% of the shares at the public offering price less underwriting discounts and commissions. Nuvalent will not receive proceeds from any shares sold by the selling stockholders. J.P. Morgan, Jefferies, TD Cowen and Cantor are joint book‑running managers. The shares are offered under a shelf registration effective March 16, 2023.

Positive

• Planned capital raise of $500.0M
• Underwritten offering led by major banks (J.P. Morgan, Jefferies, TD Cowen, Cantor)
• Shelf registration already effective (Mar 16, 2023) enabling the offering

Negative

• Potential dilution if new shares are issued in the offering
• Additional supply possible: 30‑day option up to 15% more shares
• Execution uncertainty — offering subject to market and other conditions

Insights

Capital Markets Strategist

Nuvalent launched a $500.0 million underwritten offering on Nov. 17, 2025, with a 15% overallotment option.

Nuvalent is raising capital via an underwritten public offering of Class A common stock sized at 500.0 million. The announcement notes the offering is subject to market and other conditions and that the Selling Stockholders may grant underwriters a 30-day option to buy up to an additional 15% of the shares; Nuvalent will not receive proceeds from shares sold by the Selling Stockholders.

The main dependencies and risks are completion and final terms; the filing process will include a preliminary and then a final prospectus supplement that will disclose the definitive size and price. Key items to watch are the final prospectus supplement filing, whether the underwriters exercise the 15% option, and any stated use of proceeds or dilution metrics in the final terms; timing is tied to the SEC filing cycle and market receptivity around Nov. 17, 2025.

CAMBRIDGE, Mass., Nov. 17, 2025 /PRNewswire/ -- Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, today announced that it has commenced an underwritten public offering of shares of Class A common stock. Nuvalent is offering $500.0 million of shares in the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. In addition, Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (together, the "Selling Stockholders") expect to grant the underwriters a 30-day option to purchase from the Selling Stockholders up to an additional 15% of the shares of Class A common stock sold in the public offering at the public offering price less underwriting discounts and commissions. Nuvalent will not receive any proceeds from any sale of shares by the Selling Stockholders.

J.P. Morgan, Jefferies, TD Cowen and Cantor are acting as joint book-running managers for the offering.

The shares are being 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 is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and, when filed, may be obtained for free by visiting the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus can be obtained, when available, from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; 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; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; or Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

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.

Cautionary Note 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, that involve substantial risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "contemplate," "seek," "look forward," "advance," "goal," "strategy," "promising," "opportunity," or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, statements relating to the expected size of the public offering and the grant by the selling stockholders to the underwriters of an option to purchase additional shares. Actual results may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market conditions that may affect the timing, terms and conditions of the offering and the satisfaction of closing conditions related to the offering. There can be no assurance that Nuvalent will be able to complete the offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the offering, Nuvalent and its business can be found under the caption "Risk Factors" included in Nuvalent's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, Nuvalent's preliminary prospectus supplement to be filed with the SEC and other filings that Nuvalent may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Nuvalent expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Nuvalent, Inc.

FAQ

What amount is Nuvalent (NUVL) seeking in the November 17, 2025 offering?

Nuvalent has commenced an offering seeking to raise $500.0 million of Class A common stock.

Will Nuvalent receive proceeds from all shares sold in the NUVL offering?

No; Nuvalent will not receive proceeds from any shares sold by the selling stockholders.

How much additional stock can underwriters buy in the NUVL offering?

Underwriters are expected to have a 30‑day option to buy up to an additional 15% of the shares sold.

Who are the lead underwriters for Nuvalent's (NUVL) public offering?

J.P. Morgan, Jefferies, TD Cowen and Cantor are acting as joint book‑running managers.

Is the NUVL offering final or subject to change?

The offering is subject to market and other conditions; final terms will be disclosed in a prospectus supplement.