Trevi Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Trevi Therapeutics (NASDAQ: TRVI) has announced a proposed public offering of $100 million worth of common stock shares, with an additional 30-day option for underwriters to purchase up to $15 million more shares. The clinical-stage biopharmaceutical company, which is developing Haduvio (oral nalbuphine ER) for chronic cough treatment in IPF and RCC patients, will offer all shares through joint book-running managers Morgan Stanley, Leerink Partners, Stifel, and Cantor. The offering will be conducted under a previously filed shelf registration statement that was declared effective by the SEC on August 15, 2023. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

Positive

• Significant capital raise of $100 million with potential for additional $15 million through underwriter option
• Strong lineup of reputable investment banks as joint book-running managers
• Funds can support development of Haduvio for chronic cough treatments

Negative

• Potential dilution of existing shareholders' value
• Stock offering may put downward pressure on share price
• Terms of the offering not yet finalized, creating uncertainty

Insights

Biotech Investment Analyst

Trevi's $100M stock offering will dilute shareholders but provides critical capital for its clinical-stage IPF and RCC treatments.

Trevi Therapeutics has announced a $100 million public offering of common stock with a potential additional $15 million through underwriter options. This significant capital raise represents a strategic financial move for this clinical-stage biopharmaceutical company developing Haduvio (oral nalbuphine ER) for chronic cough in idiopathic pulmonary fibrosis (IPF) and refractory chronic cough (RCC) patients.

The size of this offering suggests Trevi is securing substantial runway to advance its clinical programs. For a clinical-stage biotech without marketed products, raising $100-115 million likely represents a significant percentage of its current market capitalization, indicating material dilution for existing shareholders. This dilution effect explains why stock offerings typically cause temporary share price declines.

However, the involvement of multiple prominent underwriters (Morgan Stanley, Leerink Partners, Stifel, and Cantor) signals strong institutional interest in Trevi's programs. These investment banks wouldn't commit to such a substantial offering without confidence in the company's clinical pipeline and market opportunity.

The capital infusion should significantly extend Trevi's operational runway, providing funding for its ongoing clinical trials in IPF and RCC - both conditions representing substantial unmet medical needs with limited treatment options. Without marketed products generating revenue, this financing is essential for Trevi to reach critical clinical and regulatory milestones that could ultimately drive long-term value.

NEW HAVEN, Conn., June 2, 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 that it has commenced an underwritten public offering of $100,000,000 of shares of its common stock. All of the shares in the offering are being offered by Trevi. In addition, Trevi expects to grant the underwriters a 30-day option to purchase up to an additional $15,000,000 of the shares of its common stock sold in the public offering at the public offering price, less underwriting discounts and commissions.

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

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 is expected to be filed with the SEC and, when filed, copies of the preliminary prospectus supplement relating to and describing the offering 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 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 from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 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 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), chronic cough in patients with non-IPF interstitial lung disease (ILD) 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 public offering and the expected size of the offering, 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 the completion of the public offering on the anticipated terms or at all, as well as other risks and uncertainties, set forth in the "Risk Factors" section of the preliminary prospectus supplement to be filed with the SEC, 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 

 

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SOURCE Trevi Therapeutics, Inc.

FAQ

How much is Trevi Therapeutics (TRVI) planning to raise in their public offering?

Trevi Therapeutics is planning to raise $100 million through a public offering of common stock, with an additional option for underwriters to purchase up to $15 million more shares.

What is the purpose of TRVI's stock offering?

While not explicitly stated, the offering likely aims to raise capital for the development of Haduvio, their investigational therapy for chronic cough in IPF and RCC patients.

Who are the underwriters for Trevi Therapeutics' public offering?

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

What is Trevi Therapeutics' main product in development?

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

When will the final terms of TRVI's offering be announced?

The final terms will be disclosed in a final prospectus supplement to be filed with the SEC, but the exact timing was not specified in the press release.