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Upstream Bio Announces Pricing of Upsized Initial Public Offering

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Upstream Bio (Nasdaq: UPB), a clinical-stage biotechnology company targeting inflammatory diseases, has announced the pricing of its upsized initial public offering (IPO) of 15,000,000 shares at $17.00 per share. The shares are set to begin trading on the Nasdaq Global Market on October 11, 2024, under the ticker symbol UPB. The offering is expected to close on October 15, 2024, subject to customary closing conditions. Upstream has also granted underwriters a 30-day option to purchase an additional 2,250,000 shares. Gross proceeds from the IPO are expected to be $255.0 million, before deducting underwriting discounts, commissions, and offering expenses. The joint book-running managers for the offering are J.P. Morgan, TD Cowen, Piper Sandler, and William Blair. This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities.

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Positive

  • Gross proceeds from the IPO are expected to be $255.0 million.
  • The offering size was upsized to 15,000,000 shares.
  • Shares are set to begin trading on the Nasdaq Global Market, providing liquidity.

Negative

  • Potential shareholder dilution with the issuance of 15,000,000 shares and an option for an additional 2,250,000 shares.

Insights

Upstream Bio's upsized IPO pricing at $17.00 per share for 15 million shares is a significant milestone, potentially raising $255 million in gross proceeds. This substantial capital infusion positions the company well for advancing its clinical-stage pipeline in inflammatory diseases, particularly severe respiratory disorders.

The pricing above the typical $10-$15 range for biotech IPOs suggests strong investor interest and confidence in Upstream's potential. The upsized offering and additional 2.25 million share option further indicate robust demand. With backing from major underwriters like J.P. Morgan and TD Cowen, the IPO carries credibility in the biotech investment community.

However, investors should note that as a clinical-stage company, Upstream likely has no immediate revenue streams. The raised capital will be important for funding ongoing research and development, potentially extending the company's runway for several years. The success of Upstream's pipeline candidates will be critical for long-term value creation.

Upstream Bio's focus on inflammatory diseases, particularly severe respiratory disorders, aligns with a significant unmet medical need and market opportunity. The company's ability to attract $255 million in its IPO reflects investor confidence in its scientific approach and potential pipeline value.

The involvement of reputable underwriters and the upsized offering suggest that Upstream's preclinical or early clinical data may be promising. However, it's important to remember that the path from clinical trials to market approval is long and risky, especially in the inflammatory disease space where many candidates fail in late-stage trials.

Investors should closely monitor Upstream's upcoming milestones, particularly any Phase 2 or Phase 3 trial results, as these will be critical inflection points for the company's valuation. The substantial funding should provide Upstream with the resources to advance multiple programs simultaneously, potentially mitigating some development risks through pipeline diversification.

WALTHAM, Mass., Oct. 10, 2024 (GLOBE NEWSWIRE) -- Upstream Bio, Inc. (Nasdaq: UPB), a clinical-stage biotechnology company developing treatments for inflammatory diseases, with an initial focus on severe respiratory disorders, today announced the pricing of its upsized initial public offering of 15,000,000 shares of its common stock at a public offering price of $17.00 per share. All of the shares of common stock are being offered by Upstream. Upstream’s shares are expected to begin trading on the Nasdaq Global Market on October 11, 2024 under the ticker symbol “UPB.” The offering is expected to close on October 15, 2024, subject to the satisfaction of customary closing conditions. In addition, Upstream has granted the underwriters a 30-day option to purchase an additional 2,250,000 shares of its common stock at the public offering price, less underwriting discounts and commissions.

J.P. Morgan, TD Cowen, Piper Sandler and William Blair are acting as joint book-running managers for the offering.

The gross proceeds to Upstream from the initial public offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be $255.0 million.

Registration statements relating to the shares sold in the initial public offering have been filed with the Securities and Exchange Commission and became effective on October 10, 2024. The offering is being made only by means of a prospectus. A copy of the final prospectus, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities.com; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by telephone at (800) 747-3924 or by email at prospectus@psc.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.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 Upstream Bio

Upstream Bio is a clinical-stage biotechnology company developing treatments for inflammatory diseases, with an initial focus on severe respiratory disorders. The Company is developing verekitug, the only known antagonist currently in development that targets the receptor for thymic stromal lymphopoietin, a cytokine which is a clinically validated driver of inflammatory response positioned upstream of multiple signaling cascades that affect a variety of immune mediated diseases. The Company has advanced this highly potent monoclonal antibody into separate Phase 2 trials for the treatment of severe asthma and chronic rhinosinusitis with nasal polyps, and plans to initiate development in chronic obstructive pulmonary disease. Upstream Bio’s team is committed to maximizing verekitug’s unique attributes to address the substantial unmet needs for patients underserved by today’s standard of care.


FAQ

When will Upstream Bio's shares start trading on Nasdaq?

Upstream Bio's shares are expected to begin trading on the Nasdaq Global Market on October 11, 2024, under the ticker symbol UPB.

How many shares is Upstream Bio offering in its IPO?

Upstream Bio is offering 15,000,000 shares of its common stock in the IPO.

What is the price per share for Upstream Bio's IPO?

The price per share for Upstream Bio's IPO is $17.00.

What are the expected gross proceeds from Upstream Bio's IPO?

The expected gross proceeds from Upstream Bio's IPO are $255.0 million.

Who are the joint book-running managers for Upstream Bio's IPO?

The joint book-running managers for Upstream Bio's IPO are J.P. Morgan, TD Cowen, Piper Sandler, and William Blair.

Does Upstream Bio have an option to sell additional shares?

Yes, Upstream Bio has granted the underwriters a 30-day option to purchase an additional 2,250,000 shares.
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