Nightstar Announces Pricing of Public Offering
September 27 2018 - 8:11PM
Nightstar Therapeutics plc (NASDAQ:NITE), a clinical-stage gene
therapy company developing treatments for rare inherited retinal
diseases, today announced the pricing of an underwritten public
offering of 4,000,000 American Depositary Shares (“ADSs”)
representing 4,000,000 ordinary shares, at a public offering price
of $18.00 per ADS, for total gross proceeds of $72 million, before
deducting underwriting discounts and commissions and estimated
offering expenses payable by Nightstar. All ADSs to be sold in the
offering are being offered by Nightstar. In addition, Nightstar has
granted the underwriters an option for a period of 30 days to
purchase up to an additional 600,000 ADSs on the same terms and
conditions.
Nightstar intends to use the net proceeds from this offering to
fund the clinical development of NSR-REP1 for the treatment of
choroideremia, including obtaining one-year follow-up data from its
ongoing Phase 3 STAR trial of NSR-REP1; the clinical development of
NSR-RPGR for XLRP, including obtaining one-year follow-up data from
the expansion study of its ongoing Phase 1/2 XIRIUS trial of
NSR-RPGR; and other research and development activities, working
capital and other general corporate purposes.
The offering is expected to close on October 2, 2018, subject to
satisfaction of customary closing conditions.
Jefferies LLC, Barclays Capital Inc. and UBS Securities LLC are
acting as joint book-running managers for the offering. Wedbush
Securities Inc. and Chardan are acting as co-managers.
The offering is being made only by means of a prospectus. Copies
of the final prospectus, when available, may be obtained from
Jefferies LLC, Attention: Equity Syndicate Prospectus Department,
520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: (877)
547-6340, e-mail: Prospectus_Department@Jefferies.com; or Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, e-mail:
barclaysprospectus@broadridge.com; or UBS Securities LLC,
Attention: Prospectus Department, 1285 Avenue of the Americas, New
York, NY 10019, telephone: (888) 827-7275, email:
olprospectusrequest@ubs.com.
A registration statement on Form F-1 (File No. 333-227520)
relating to the ADSs being sold in this offering was declared
effective by the U.S. Securities and Exchange Commission on
September 27, 2018.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Nightstar
Nightstar is a leading clinical-stage gene
therapy company focused on developing and commercializing novel
one-time treatments for patients suffering from rare inherited
retinal diseases that would otherwise progress to blindness.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. The words “believe,” “anticipate,” “could,” “intend,”
“estimate,” “will,” “would,” “may,” “should,” “project,” “target,”
“track,” “expect” or other similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. All
statements contained in this press release other than statements of
historical facts are forward-looking statements, including, without
limitation: the anticipated completion of the proposed offering;
the use of proceeds in the proposed offering; our planned and
ongoing clinical development for NSR-REP1 and NSR-RPGR, including
our Phase 3 STAR trial in choroideremia and Phase 1/2 XIRIUS trial
in X-linked retinitis pigmentosa; the continued clinical
development of our pipeline; and statements about our cash position
and sufficiency of capital resources to fund our operating
requirements, trends and other factors that may affect our
financial results. These forward-looking statements are based on
management's current expectations of future events as of the date
of this release and are subject to a number of substantial known
and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements
to be materially different from the information expressed or
implied by these forward-looking statements, including those
related to the timing and costs involved in commercializing any
product candidate that receives regulatory approval; the
initiation, timing and conduct of clinical trials; the availability
of data from clinical trials and expectations for regulatory
submissions and approvals; whether interim results of a clinical
trial will be predictive of the final results of the trial; whether
results of small or early stage clinical trials will be predictive
of the results of later-stage trials; our scientific approach and
general development progress; the availability or commercial
potential of the our product candidates; the sufficiency of our
cash resources; and other risks and uncertainties set forth in our
Report of Foreign Private Issuer on Form 6-K furnished to the U.S.
Securities and Exchange Commission on September 25, 2018 and
subsequent reports that we file with the U.S. Securities and
Exchange Commission. We may not actually achieve the plans,
intentions, estimates or expectations disclosed in our
forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual results or events could
differ materially from the plans, intentions, estimates and
expectations disclosed in the forward-looking statements we make.
We anticipate that subsequent events and developments will cause
our views to change. We are under no duty to update any of these
forward-looking statements after the date of this press release to
conform these statements to actual results or revised expectations,
except as required by law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release. Any reference to our
website address in this press release is intended to be an inactive
textual reference only and not an active hyperlink.
Contact:Senthil Sundaram, Chief Financial
OfficerBrian Luque, Sr. Manager, Investor
Relationsinvestors@nightstartx.com
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