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
News Market Reaction
On the day this news was published, NUVL gained 11.92%, reflecting a significant positive market reaction. Argus tracked a peak move of +24.5% during that session. Argus tracked a trough of -2.6% from its starting point during tracking. Our momentum scanner triggered 48 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $871M to the company's valuation, bringing the market cap to $8.18B at that time. Trading volume was above average at 1.9x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
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,
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?
Will Nuvalent receive proceeds from all shares sold in the NUVL offering?
How much additional stock can underwriters buy in the NUVL offering?
Who are the lead underwriters for Nuvalent's (NUVL) public offering?
Is the NUVL offering final or subject to change?
