PMV Pharma Announces Pricing of Oversubscribed $50 Million Public Offering of Securities

Rhea-AI Summary

PMV Pharma (Nasdaq: PMVP) priced an oversubscribed underwritten public offering totaling approximately $50.8 million in gross proceeds. The deal includes 22,055,000 shares of common stock, pre-funded warrants to purchase up to 19,900,000 shares, and accompanying warrants to purchase an aggregate of 41,955,000 shares.

Each share of common stock plus accompanying warrant is priced at $1.21, while each pre-funded warrant plus accompanying warrant is priced at $1.20999. The accompanying warrants are immediately exercisable at an initial exercise price of $1.21 per share, subject to adjustment after a specified regulatory milestone, and will expire five years from issuance. All securities are being sold by PMV Pharma, with TD Cowen as sole book-running manager. Closing is expected on or about September 2, 2026, subject to customary conditions.

Positive

• Gross proceeds of approximately $50.8 million expected before fees and expenses
• Oversubscribed underwritten offering indicates demand for the securities at current terms
• Immediately exercisable five-year warrants could provide additional future capital upon exercise

Negative

• 22,055,000 new common shares to be issued, increasing share count and potential dilution
• Pre-funded warrants for up to 19,900,000 shares add further potential equity overhang
• 41,955,000 accompanying warrants create substantial additional potential dilution over five years

News Explained

The priced financing would add potential shares and dilute existing ownership if completed and warrants are exercised; cash proceeds go to PMV Pharma.

The offering is priced but not yet closed, with closing expected on or about September 2, 2026; if completed, PMV Pharma receives the $50.8 million gross proceeds, while issued shares and exercised warrants can increase the share count and reduce existing holders’ percentage ownership.

A pre-funded warrant is sold near the full share price with a nominal exercise price and converts to shares when exercised; the accompanying warrants are immediately exercisable to purchase shares and expire five years after issuance.

The stated $50.8 million is gross rather than net cash: underwriting discounts, commissions, and offering expenses reduce proceeds received by PMV Pharma.

At June 30, 2026, cash and short-term investments equaled 495.9 days of the last reported quarterly operating cash use at that rate.

Sources and calculations

• PMV Pharma Announces Pricing of Oversubscribed $50 Million Public Offering of Securities (2026-08-31)
• Dilution (undated)
• Pre-funded warrant (undated)
• Underwritten offering (undated)
• Prospectus supplement purpose (undated)
• PMV Pharmaceuticals second-quarter 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($12,469,000 + $66,962,000) / ($14,577,000 / 91) = 495.9 days

Market Context

PMVP's four recent news events all recorded positive 24-hour reactions, including 1.37% after a boar...

Analysis

PMVP's four recent news events all recorded positive 24-hour reactions, including 1.37% after a board transition, adding historical context. The offering should be weighed against low short positioning and the sourced dilution risk.

Key Figures

Common shares offered: 22,055,000 shares Pre-funded warrants: 19,900,000 shares underlying warrants Accompanying warrants: 41,955,000 shares underlying warrants +5 more

8 metrics

Common shares offered 22,055,000 shares Public offering

Pre-funded warrants 19,900,000 shares underlying warrants Issued in lieu of common stock to certain investors

Accompanying warrants 41,955,000 shares underlying warrants One warrant for each share or pre-funded warrant sold

Warrant exercise price $1.21 per share Immediately exercisable warrants

Warrant term Five years From date of issuance

Common stock offering price $1.21 per share and accompanying warrant Combined public offering price

Pre-funded warrant offering price $1.20999 per pre-funded warrant and accompanying warrant Combined public offering price

Gross proceeds $50.8 million Before underwriting discounts, commissions, offering expenses and warrant exercise

Historical Context

4 past events · Latest: Aug 14 (Positive)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 14	Second-quarter earnings	Positive	+4.5%	Completed ovarian trial enrollment and reported cash runway through Q2 2027.
May 12	First-quarter earnings	Positive	+2.2%	Reported Orphan Drug Designation and 44–46% ORR in Phase 2 ovarian cancer.
Apr 22	Board chair transition	Neutral	+1.4%	Announced Laurie Stelzer would succeed retiring Board Chair Rich Heyman.
Mar 6	Full-year earnings	Positive	+7.2%	Reported Phase 2 activity and planned Q1 2027 NDA submission.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

PMVP's four recent news events all produced positive 24-hour reactions, ranging from 1.37% to 7.19%, despite differing announcement types.

Key Terms

underwritten public offering, pre-funded warrants, exercise price, shelf registration statement, +1 more

5 terms

underwritten public offering financial

"announced today the pricing of an underwritten public offering consisting of"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"and, in lieu of common stock to certain investors, pre-funded warrants"

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.

exercise price financial

"The accompanying warrants have an initial exercise price of $1.21 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"a shelf registration statement on Form S-3 (Registration No. 333-283349)"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PRINCETON, N.J., Aug. 31, 2026 (GLOBE NEWSWIRE) -- PMV Pharmaceuticals, Inc. (“PMV Pharma” or the “Company”; Nasdaq: PMVP), a precision oncology company pioneering the discovery and development of small molecule therapies targeting p53, announced today the pricing of an underwritten public offering consisting of (i) 22,055,000 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase an aggregate of up to 19,900,000 shares of its common stock, and (ii) accompanying warrants to purchase an aggregate of 41,955,000 shares of common stock. The common stock and pre-funded warrants are being sold in combination with an accompanying warrant to purchase one share of common stock for each share of common stock or pre-funded warrant sold. The accompanying warrants have an initial exercise price of $1.21 per share, subject to adjustment following a specified regulatory milestone, are immediately exercisable from the date of issuance and will expire five years from the date of issuance.

The combined public offering price of each share of common stock and accompanying warrant is $1.21. The combined public offering price of each pre-funded warrant and accompanying warrant is $1.20999, representing the purchase price less an exercise price of $0.00001 per pre-funded warrant.

All of the securities being sold in the offering are being sold by PMV Pharma. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, and any exercise of the warrants, are expected to be approximately $50.8 million.

TD Cowen is acting as the sole book-running manager for the offering. The offering is expected to close on or about September 2, 2026, subject to customary closing conditions.

The securities are being offered by PMV Pharma pursuant to a shelf registration statement on Form S-3 (Registration No. 333-283349), as filed with the U.S. Securities and Exchange Commission (“SEC”) on November 20, 2024 and declared effective by the SEC on November 27, 2024. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on August 31, 2026. The final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may also be obtained, when available, from: TD Securities (USA) LLC, by mail at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

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 PMV Pharma

PMV Pharma is a precision oncology company pioneering the discovery and development of small molecule therapies targeting p53. TP53 mutations are found in approximately half of all cancers. PMV Pharma is headquartered in Princeton, New Jersey. For more information, please visit www.pmvpharma.com.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to those related to the completion of the proposed public offering. While PMV Pharma believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements. These forward-looking statements are based upon current information available to the Company as well as certain estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in PMV Pharma’s filings with the SEC, many of which are beyond the Company’s control and subject to change. Actual results could be materially different from those indicated by such forward-looking statements as a result of many factors, including but not limited to: whether or not the Company will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks and uncertainties which may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the SEC, including PMV Pharma’s Annual Report on Form 10-K for the year ended December 31, 2025 and PMV Pharma’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the registration statement and the preliminary prospectus supplement relating to the proposed public offering. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. PMV Pharma claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. PMV Pharma expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Investors Contact:
Tim Smith
Senior Vice President, Head of Corporate Development and Investor Relations
investors@pmvpharma.com

Media Contact:
Kathy Vincent
Greig Communications
kathy@greigcommunications.com

FAQ

What did PMV Pharma (PMVP) announce in its August 31, 2026 public offering?

PMV Pharma announced pricing of an oversubscribed underwritten public offering expected to raise about $50.8 million in gross proceeds. According to PMV Pharma, the deal combines new common shares, pre-funded warrants, and accompanying warrants, all sold by the company for general corporate financing needs.

How many shares are included in the PMV Pharma (PMVP) $50 million offering and at what price?

The offering includes 22,055,000 common shares and pre-funded warrants for up to 19,900,000 shares. According to PMV Pharma, each common share plus warrant is priced at $1.21, while each pre-funded warrant plus warrant is priced at $1.20999, before underwriting discounts and expenses.

What are the terms of the warrants in PMV Pharma’s August 2026 offering (PMVP)?

The offering includes accompanying warrants to purchase an aggregate of 41,955,000 common shares. According to PMV Pharma, these warrants are immediately exercisable at an initial exercise price of $1.21 per share, subject to adjustment after a specified regulatory milestone, and expire five years from issuance.

When is the PMV Pharma (PMVP) public offering expected to close?

The public offering is expected to close on or about September 2, 2026, subject to customary closing conditions. According to PMV Pharma, TD Cowen is acting as sole book-running manager, and the securities are issued under an effective Form S-3 shelf registration statement.

How could the PMV Pharma (PMVP) offering affect existing shareholders?

The offering will issue 22,055,000 new shares and introduce pre-funded and accompanying warrants for many additional shares. According to PMV Pharma, all securities are primary issuance by the company, which may dilute existing ownership percentages as securities are issued or exercised over time.

Under what SEC registration is PMV Pharma (PMVP) conducting this offering?

The securities are offered under a shelf registration statement on Form S-3, Registration No. 333-283349. According to PMV Pharma, this registration was filed with the SEC on November 20, 2024 and declared effective on November 27, 2024, enabling this August 2026 takedown.