GH Research (Nasdaq: GHRS) prices $117.5M underwritten share sale
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
GH Research PLC completed an underwritten offering of 6,527,779 ordinary shares at $18.00 per share, generating estimated net proceeds of about $111.2 million after fees and expenses. The shares were sold under an effective Form F-3 shelf registration.
The company plans to use the cash to fund research, clinical and technical development of its mebufotenin-based depression therapies, as well as pre-commercialization activities, working capital, capital spending and general corporate purposes. The deal was led by Stifel and Cantor, with several other banks participating.
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Insights
GH Research secures about $111.2M net from a U.S. underwritten equity raise.
GH Research PLC completed a U.S. underwritten offering of 6,527,779 ordinary shares at $18.00 per share, for gross proceeds of roughly $117.5M and estimated net proceeds of about $111.2M. All shares were sold by the company under an effective Form F-3 shelf registration.
The company states it will direct the cash to research, clinical and technical development, pre-commercialization activities, working capital, capital expenditures and general corporate purposes. For a clinical-stage biopharmaceutical issuer, this kind of primary raise typically extends operating runway to support trials and early commercial build-out.
The transaction was initiated by institutional investors including Lynx1 Capital Management, with participation from Deep Track Capital and Foresite Capital, and was underwritten by a syndicate led by Stifel, Cantor and RBC Capital Markets. Future disclosures in company filings can clarify how quickly proceeds are deployed across specific programs in treatment-resistant depression.
Key Figures
Shares offered: 6,527,779 shares
Offering price: $18.00 per share
Gross proceeds: Approximately $117.5 million
+3 more
6 metrics
Shares offered
6,527,779 shares
Ordinary shares sold in underwritten offering
Offering price
$18.00 per share
Price of ordinary shares in U.S. underwritten deal
Gross proceeds
Approximately $117.5 million
Before underwriting discounts and offering expenses
Net proceeds
Approximately $111.2 million
After underwriting discounts, commissions and expenses
Registration statement
Form F-3, File No. 333-285310
Shelf registration declared effective March 7, 2025
Prospectus supplement date
April 29, 2026
Prospectus supplement for ordinary share offering
Key Terms
underwritten offering, registration statement on Form F-3, prospectus supplement, treatment-resistant depression, +2 more
6 terms
underwritten offering financial
"announced the pricing of an underwritten offering in the United States of 6,527,779 of its ordinary shares"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
registration statement on Form F-3 regulatory
"registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3"
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
prospectus supplement regulatory
"a prospectus supplement dated April 29, 2026, together with an accompanying prospectus dated March 7, 2025"
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.
treatment-resistant depression medical
"novel and proprietary mebufotenin therapies for the treatment of patients with treatment-resistant depression (TRD)"
A form of major depression that does not improve after a person has tried standard treatments such as common antidepressant medications and therapy; think of it as a stubborn problem that doesn’t respond to the usual fixes. It matters to investors because it represents a large unmet medical need and a higher-risk, higher-reward area for drug developers, with potential for premium pricing, regulatory scrutiny, and durable demand if an effective new therapy is approved.
Qualified Investors regulatory
"only addressed to and directed at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation"
Qualified investors are individuals or institutions that meet regulatory standards—such as a minimum income, net worth, or professional expertise—allowing them access to investment opportunities not open to the general public. Think of them as a financial "VIP" group: they can buy private deals, complex products, or early-stage securities that may offer higher returns but also carry greater risk and less public information, so their status matters because it changes what investments are available and what protections apply.
clinical-stage biopharmaceutical company medical
"GH Research PLC (Nasdaq: GHRS), a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients"
A clinical-stage biopharmaceutical company develops drugs or medical therapies that are being tested in people in formal clinical trials but do not yet have any approved, marketed products. For investors, these firms behave like prototype makers: their value depends heavily on trial results and regulatory decisions, so they can swing widely on a single study, consume cash while testing, and offer either large upside if trials succeed or big downside if they fail.
Offering Details
shelf
Offering
Offering Type
shelf
Price Range
$18.00 per share
Use of Proceeds
Research, clinical and technical development, pre-commercialization, working capital, capex and general corporate purposes
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2026.
Commission File Number: 001-40530
GH Research PLC
(Exact name of registrant as specified in its charter)
Joshua Dawson House
Dawson Street
Dublin 2
D02 RY95
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F_
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☒
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Form 40-F_
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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On April 30, 2026, GH Research PLC (the “Company”) completed an offering (the “Offering”) of 6,527,779 ordinary shares (the “Shares”), nominal value $0.025 per share, pursuant to an underwriting
agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and Cantor Fitzgerald & Co., as representatives of the several underwriters. The offering price for the Shares was $18.00 per share. The Underwriting
Agreement includes the terms and conditions for the Offering and sale of the Shares, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Report on Form 6-K as Exhibit 1.1.
The offer and sale of the Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333-285310) (the “Registration
Statement”). The Company has filed with the U.S. Securities and Exchange Commission a prospectus supplement dated April 29, 2026, together with an accompanying prospectus dated March 7, 2025, relating to the offer and sale of the ordinary shares.
Opinion of counsel regarding the validity of the Shares is attached to this Report on Form 6-K as Exhibit 5.1 and the applicable consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to
this Report on Form 6-K as Exhibit 23.1.
The proceeds from the offer and sale of the Shares are estimated to be approximately $111.2 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable
by the Company. The Company intends to use the net proceeds from the offer and sale of the Shares to strategically invest in research, clinical and technical development of current and/or additional product candidates in the U.S. and overseas,
pre-commercialization activities, working capital, capital expenditures and general corporate purposes.
On April 29, 2026, the Company issued a press release relating to the pricing of the offering. A copy of the press release is exhibited hereto as Exhibit 99.1. The fact that this press release is
being made available and furnished herewith should not be deemed an admission as to the materiality of any information contained therein. The information contained in the press release is being provided as of April 29, 2026, and the Company does
not undertake any obligation to update the press release in the future or to update forward-looking statements to reflect subsequent actual results.
INCORPORATION BY REFERENCE
This Report on Form 6-K (other than Exhibit 99.1 hereto), including Exhibits 1.1, 5.1 and 23.1, shall be deemed to be incorporated by reference into the registration statements on Form S-8
(Registration Nos. 333-270422, 333-285311 and 333-294036) and the registration statement on Form F-3 (Registration No 333-285310) of the Company and to be a part thereof from the date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished.
2
EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated April 29, 2026, between GH Research PLC and Stifel, Nicolaus & Company, Incorporated and Cantor Fitzgerald & Co., as representatives of the several underwriters
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5.1
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Opinion of A&L Goodbody LLP, Irish counsel of GH Research PLC
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23.1
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Consent of A&L Goodbody LLP (included in Exhibit 5.1)
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99.1
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Press Release dated April 29, 2026
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GH Research PLC
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Date: April 30, 2026
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By:
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/s/ Julie Ryan
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Name:
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Julie Ryan
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Title:
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Vice President, Finance
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4
Exhibit 99.1
GH Research Announces Pricing of $117.5 Million Underwritten Offering
Dublin, Ireland, April 29, 2026 (GLOBE NEWSWIRE) -- GH Research PLC (Nasdaq: GHRS), a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients by developing a practice-changing
treatment in depression, today announced the pricing of an underwritten offering in the United States of 6,527,779 of its ordinary shares at an offering price of $18.00 per share for total gross proceeds of approximately $117.5 million, before
deducting underwriting discounts and commissions and offering expenses. All of the ordinary shares are being offered by GH Research PLC. The offering is expected to close on April 30, 2026, subject to customary closing conditions.
The offering was initiated by Lynx1 Capital Management, with participation from Deep Track Capital and Foresite Capital.
Stifel, Cantor and RBC Capital Markets are acting as joint book-running managers for the offering. Canaccord Genuity and Citizens Capital Markets are acting as co-lead managers for the offering.
A registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on March 7, 2025. Copies of the registration statement can be
accessed through the SEC's website free of charge at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the offering can be accessed through the SEC's website free of charge at
www.sec.gov or obtained free of charge from any of the joint book-running managers for the offering: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by
telephone at (415) 364-2720, or by email at syndprospectus@stifel.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com; or RBC
Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com. For the avoidance of doubt, any such prospectus supplement or the
accompanying prospectus will not constitute a “prospectus” for the purposes of the Irish Companies Act 2014 (as amended), the EU Prospectus Regulation (EU) 2017/1129 (as amended) (the “Prospectus Regulation”), the European Union (Prospectus)
Regulations 2019 of Ireland (as amended) or the Central Bank (Investment Market Conduct) Rules 2019 of Ireland and will not have been reviewed by the Central Bank of Ireland, as competent authority, or any competent authority in any European
Economic Area (the "EEA") member state or the United Kingdom.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
In any member state of the EEA this announcement and any offering are only addressed to and directed at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation.
In the United Kingdom, this announcement and any offering are only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "relevant
persons").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors.
About GH Research PLC
GH Research PLC is a clinical-stage biopharmaceutical company dedicated to transforming the lives of patients by developing a practice-changing treatment in depression. GH Research PLC's initial focus is on
developing its novel and proprietary mebufotenin therapies for the treatment of patients with treatment-resistant depression (TRD).
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to GH Research PLC’s expectations regarding the completion of the proposed securities offering. Words such as
“anticipates,” “believes,” “expects,” “intends,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future
results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous
factors, many of which are beyond the control of GH Research PLC, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in GH Research PLC’s filings with the SEC.
GH Research PLC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Investor Relations:
Julie Ryan
GH Research PLC
investors@ghres.com
FAQ
What did GH Research PLC (GHRS) announce in this Form 6-K?
GH Research PLC reported completion of an underwritten offering of 6,527,779 ordinary shares at $18.00 per share. This U.S. equity sale provides significant new capital to fund development, pre-commercialization activities, working capital, capital expenditures and general corporate purposes.
How much capital is GH Research PLC (GHRS) raising in this offering?
The company priced 6,527,779 ordinary shares at $18.00 per share, for total gross proceeds of about $117.5 million. After underwriting discounts, commissions and estimated expenses, GH Research expects net proceeds of approximately $111.2 million from the offering.
Under which registration statement was the GH Research (GHRS) offering conducted?
The offer and sale of the ordinary shares were registered under the Securities Act via a Form F-3 registration statement, File No. 333-285310. A prospectus supplement dated April 29, 2026 and an accompanying prospectus dated March 7, 2025 relate to this offering.
Who led the GH Research PLC (GHRS) underwritten offering and which investors participated?
Stifel, Nicolaus & Company and Cantor Fitzgerald acted as representatives of the underwriters, with RBC Capital Markets also as a joint bookrunner. The offering was initiated by Lynx1 Capital Management, with participation from Deep Track Capital and Foresite Capital as cornerstone investors.
What is GH Research PLC’s (GHRS) business focus mentioned in the filing?
GH Research PLC is described as a clinical-stage biopharmaceutical company focused on developing novel, proprietary mebufotenin therapies. Its initial goal is a practice-changing treatment for patients with treatment-resistant depression, a population that does not respond adequately to existing antidepressant therapies.