Xenon Pharmaceuticals Announces Pricing of Upsized $650.0 Million Public Offering

Rhea-AI Summary

Xenon Pharmaceuticals (Nasdaq: XENE) priced an upsized underwritten public offering totaling 10,526,317 common shares and pre-funded warrants for 877,194 shares at $57.00 per common share (pre-funded warrants $56.9999), raising approximately $650.0 million in gross proceeds.

The offering includes a 30-day underwriter option to buy up to 1,710,526 additional common shares and is expected to close on or about March 12, 2026. The securities were registered on a shelf registration filed August 9, 2024. No sales are being made in Canada.

Positive

• Gross proceeds of approximately $650.0 million
• Offered 10,526,317 common shares plus 877,194 pre-funded warrants
• Public offering price set at $57.00 per common share
• Underwriters granted a 30-day option for 1,710,526 additional shares

Negative

• Issuance of 10.5M shares plus 877k warrants may dilute existing shareholders
• Underwriting discounts and offering expenses will reduce net proceeds

Argus Mar 11 session

-2.59% close to close Open Argus

Details

News Market Reaction – XENE

On Mar 11, the first trading day after this news, XENE closed 2.59% below the previous close.

Data tracked by StockTitan Argus for the Mar 11 session.

Key Figures

Gross offering proceeds: $650.0 million Shares offered: 10,526,317 shares Pre-funded warrants: 877,194 warrants +5 more

Gross offering proceeds

$650.0 million

Upsized underwritten public offering gross proceeds before fees

Shares offered

10,526,317 shares

Common shares in the public offering

Pre-funded warrants

877,194 warrants

Pre-funded warrants to purchase common shares

Offering price

$57.00 per share

Public offering price for common shares

Underwriters' option

1,710,526 shares

Additional common shares under 30-day option

Net loss 2025

$345.9 million

Full-year 2025 net loss

R&D expenses 2025

$300.9 million

Research and development expenses for 2025

Cash & securities

$586.0 million

Cash, cash equivalents and marketable securities at Dec 31 2025

Historical Context

5 past events · Latest: Mar 09

5 events

1. Mar 09

   Phase 3 topline data

   24h Move

   +49.6%

   Positive Phase 3 X-TOLE2 seizure data with strong efficacy versus placebo.

2. Mar 08

   Data announcement timing

   24h Move

   +49.6%

   Notice of upcoming Phase 3 X-TOLE2 topline data and conference call.

3. Feb 26

   Earnings and update

   24h Move

   -3.8%

   Q4 and 2025 results with cash runway into 2H 2027 and pipeline timelines.

4. Jan 16

   Inducement grants

   24h Move

   +3.8%

   Equity inducement grants to new employees under Nasdaq inducement rules.

5. Jan 12

   Milestones overview

   24h Move

   -2.2%

   Outlined key upcoming clinical and regulatory milestones for azetukalner programs.

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

Key Terms

pre-funded warrants, shelf registration statement, prospectus supplement, registration statement

4 terms

pre-funded warrants financial

"and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 877,194"

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.

shelf registration statement regulatory

"common shares pursuant to its existing shelf registration statement. The common shares are being"

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.

prospectus supplement regulatory

"The offering is being made only by means of a written prospectus and prospectus supplement that form"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"prospectus and prospectus supplement that form a part of the registration statement. A preliminary"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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

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VANCOUVER, British Columbia and BOSTON, March 10, 2026 (GLOBE NEWSWIRE) -- Xenon Pharmaceuticals Inc. (Nasdaq: XENE), a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development and commercialization of life-changing therapeutics for patients in need, today announced the pricing of its upsized underwritten public offering of 10,526,317 common shares and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 877,194 common shares pursuant to its existing shelf registration statement. The common shares are being offered at a public offering price of $57.00 per common share and the pre-funded warrants are being offered at a price of $56.9999 per pre-funded warrant. The gross proceeds to Xenon from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Xenon, are expected to be approximately $650.0 million. In addition, Xenon has granted to the underwriters of the offering an option for a period of 30 days to purchase up to an additional 1,710,526 common shares at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about March 12, 2026, subject to the satisfaction of customary closing conditions.

J.P. Morgan, Jefferies, TD Cowen, Stifel, RBC Capital Markets, and William Blair are acting as joint book-running managers for the offering. Baird is acting as lead manager for the offering.

An automatically effective shelf registration statement relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2024. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue New York, NY 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, telephone: (415) 364-2720 or by emailing syndprospectus@stifel.com; RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.com.

No securities are being offered or sold, directly or indirectly, in Canada or to any resident of Canada.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 and Canadian securities laws. These forward-looking statements are not based on historical fact and include statements regarding the anticipated closing of the public offering. These forward-looking statements are based on current assumptions that involve risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all; the impact of unstable economic conditions in the general domestic and global economic markets; adverse conditions from geopolitical events; as well as the other risks identified in our filings with the SEC and the securities commissions in British Columbia, Alberta and Ontario. These forward-looking statements speak only as of the date hereof and we assume no obligation to update these forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

About Xenon Pharmaceuticals Inc.

Xenon Pharmaceuticals (Nasdaq: XENE) is a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development and commercialization of life-changing therapeutics for patients in need. Xenon’s lead molecule, azetukalner, is a novel, potent K_V7 potassium channel opener in Phase 3 clinical trials for the treatment of epilepsy, major depressive disorder (MDD) and bipolar depression (BPD). Xenon is also advancing an early-stage portfolio of multiple promising potassium and sodium channel modulators, including K_V7 and Na_V1.7 programs in Phase 1 development for the potential treatment of pain. Xenon has offices in Vancouver, British Columbia, and Boston, Massachusetts.

Xenon and the Xenon logo are registered trademarks or trademarks of Xenon Pharmaceuticals Inc. in the US, Canada, and elsewhere. All other trademarks belong to their respective owner.

Investor Contact:
Tucker Kelly
Chief Financial Officer
Email: investors@xenon-pharma.com

Source: Xenon Pharmaceuticals Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Xenon (XENE) price in the March 11, 2026 offering?

Xenon priced 10,526,317 common shares and pre-funded warrants for 877,194 shares. According to Xenon, the offering also includes a 30-day option to purchase 1,710,526 additional shares.

How much gross capital will Xenon (XENE) raise from the offering?

The offering is expected to generate approximately $650.0 million in gross proceeds. According to Xenon, this figure is before underwriting discounts, commissions and other offering expenses.

What price did Xenon (XENE) set for its March 2026 public offering?

The public offering price was set at $57.00 per common share and $56.9999 per pre-funded warrant. According to Xenon, those prices apply to the shares and pre-funded warrants respectively.

When is the Xenon (XENE) offering expected to close and are there closing conditions?

The offering is expected to close on or about March 12, 2026, subject to customary closing conditions. According to Xenon, closing remains contingent on satisfaction of those standard conditions.

Who are the underwriters for Xenon’s (XENE) upsized offering?

J.P. Morgan, Jefferies, TD Cowen, Stifel, RBC Capital Markets, and William Blair are joint book-running managers. According to Xenon, Baird is acting as lead manager for the offering.