Trevi Therapeutics Announces Pricing of $100 Million Underwritten Offering of Common Stock

Rhea-AI Summary

Trevi Therapeutics (NASDAQ: TRVI) has announced the pricing of an underwritten public offering of 17.4 million shares of common stock at $5.75 per share, aiming to raise $100 million before deducting underwriting costs. The company, which is developing Haduvio for chronic cough in IPF and RCC patients, has also granted underwriters a 30-day option to purchase up to 2.61 million additional shares. The offering is expected to close around June 5, 2025, with Morgan Stanley, Leerink Partners, Stifel, and Cantor serving as joint book-running managers. The shares are being offered through a shelf registration statement on Form S-3 that was declared effective by the SEC on August 15, 2023.

Positive

• Significant capital raise of $100 million to support development of Haduvio
• Additional flexibility with 30-day option for underwriters to purchase 2.61M more shares
• Strong backing from reputable investment banks as joint book-running managers

Negative

• Potential dilution for existing shareholders with 17.4M new shares being issued
• Additional dilution possible if underwriters exercise their option for 2.61M more shares

Insights

Biotech Financial Analyst

Trevi Therapeutics secures $100M through stock offering at $5.75/share, substantially boosting its clinical development runway for Haduvio.

Trevi Therapeutics has successfully priced a $100 million underwritten public offering, selling 17.4 million shares at $5.75 per share. This capital raise represents a significant financial maneuver for the clinical-stage biopharmaceutical company, which is developing Haduvio™ (oral nalbuphine ER) for chronic cough in patients with idiopathic pulmonary fibrosis (IPF) and refractory chronic cough (RCC).

The offering includes a 30-day option for underwriters to purchase an additional 2.61 million shares, which could potentially increase the total proceeds. With four major financial institutions—Morgan Stanley, Leerink Partners, Stifel, and Cantor—serving as joint book-running managers, this offering carries substantial institutional backing.

This financing significantly strengthens Trevi's balance sheet and extends its operational runway. For a clinical-stage company with no approved products generating revenue, access to capital is crucial for advancing clinical trials through expensive late-stage development. The $100 million infusion will likely fund continued development of Haduvio through important clinical milestones in both targeted indications.

However, investors should note the dilutive effect of this offering. With 17.4 million new shares entering the market, existing shareholders will experience ownership dilution. The pricing at $5.75 per share provides a clear market valuation benchmark, though the stock's reaction post-announcement will indicate whether investors view this as favorable or unfavorable relative to expectations.

The expected closing date of June 5, 2025, subject to customary conditions, provides a concrete timeline for the transaction's completion. This capital raise positions Trevi to continue advancing its clinical programs while strengthening its negotiating position for potential future partnerships or additional financing rounds.

NEW HAVEN, Conn., June 3, 2025 /PRNewswire/ -- Trevi Therapeutics, Inc. (Nasdaq: TRVI), a clinical-stage biopharmaceutical company developing the investigational therapy Haduvio™ (oral nalbuphine ER) for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis (IPF) and in patients with refractory chronic cough (RCC), today announced the pricing of its previously announced underwritten public offering of 17,400,000 shares of its common stock at a public offering price of $5.75 per share, for total proceeds of $100 million, before deducting underwriting discounts and commissions and expenses payable by Trevi. All of the shares in the offering are being sold by Trevi. In addition, Trevi has granted the underwriters a 30-day option to purchase up to 2,610,000 additional shares of its common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about June 5, 2025, subject to satisfaction of customary closing conditions.

Morgan Stanley, Leerink Partners, Stifel and Cantor are acting as joint book-running managers for the offering.

The shares are being offered by Trevi pursuant to a shelf registration statement on Form S-3 (File No. 333-273030), which was filed with the Securities and Exchange Commission (SEC) on June 29, 2023, amended on August 11, 2023 and declared effective by the SEC on August 15, 2023. This offering is being made only by means of a prospectus supplement and the accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC's website located at www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC. When available, copies of the preliminary prospectus supplement, final prospectus supplement and the accompanying prospectus may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at prospectus@morganstanley.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (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, CA 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, New York 10022, or by email at prospectus@cantor.com.

This press release shall 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 any such state or jurisdiction.

About Trevi Therapeutics, Inc. 
Trevi Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing the investigational therapy Haduvio™ (oral nalbuphine extended-release) for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis (IPF) and in patients with refractory chronic cough (RCC). Haduvio acts on the cough reflex arc both centrally and peripherally as a kappa agonist and a mu antagonist (KAMA), targeting opioid receptors that play a key role in controlling chronic cough. Nalbuphine is not currently scheduled by the U.S. Drug Enforcement Agency.

Forward-Looking Statements 
Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements about the anticipated closing of the public offering and the expected gross proceeds of the offering, among other things, and other statements containing the words "believes," "anticipates," "plans," "expects," "may," and similar expressions. Risks that contribute to the uncertain nature of the forward-looking statements include: uncertainties related to market conditions and whether the conditions for the closing of the public offering will be satisfied, as well as other risks and uncertainties, as well as other risks and uncertainties set forth in the "Risk Factors" section of the preliminary prospectus supplement filed with the SEC on June 2, 2025, in Trevi's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC, and in any subsequent filings with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Trevi undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made except as required by law.

Investor Contact

Jonathan Carlson
Trevi Therapeutics, Inc.
(203) 654 3286
carlsonj@trevitherapeutics.com 

Media Contact

Rosalia Scampoli
914-815-1465
rscampoli@marketcompr.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/trevi-therapeutics-announces-pricing-of-100-million-underwritten-offering-of-common-stock-302472629.html

SOURCE Trevi Therapeutics, Inc.

FAQ

How much money is Trevi Therapeutics (TRVI) raising in its public offering?

Trevi Therapeutics is raising $100 million before underwriting costs through an offering of 17.4 million shares at $5.75 per share.

What is the price per share for TRVI's public offering?

The public offering price is $5.75 per share.

How many additional shares can underwriters purchase in TRVI's offering?

Underwriters have a 30-day option to purchase up to 2.61 million additional shares at the public offering price.

What is Trevi Therapeutics developing Haduvio for?

Trevi is developing Haduvio for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis (IPF) and refractory chronic cough (RCC).

Who are the joint book-running managers for TRVI's offering?

Morgan Stanley, Leerink Partners, Stifel, and Cantor are acting as joint book-running managers for the offering.