Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL), a clinical-stage
biopharmaceutical company pursuing novel therapeutics for
nonalcoholic steatohepatitis (NASH), today announced the pricing of
its underwritten public offering of 1,248,098 shares of its common
stock at a public offering price of $151.69 per share, and, to
certain investors, pre-funded warrants to purchase 2,048,098 shares
of common stock at a price of $151.6899 per pre-funded warrant,
which represents the per share public offering price for the common
stock less the $0.0001 per share exercise price for each such
pre-funded warrant. The gross proceeds to Madrigal from the
offering, before deducting the underwriting discounts and
commissions and other estimated offering expenses, are expected to
be approximately $500 million. Madrigal has granted the
underwriters of the offering a 30-day option to purchase up to an
additional 494,429 shares of common stock from the company at the
public offering price, less underwriting discounts and commissions.
Madrigal intends to use the net proceeds from this offering for
its clinical and commercial activities in preparation for a
potential launch of resmetirom in the U.S. and for general
corporate purposes, including, without limitation, research and
development expenditures, clinical trial expenditures, manufacture
and supply of drug substance and drug products, potential
acquisitions or licensing of new technologies, capital expenditures
and working capital.
Goldman Sachs & Co. LLC, Jefferies, TD Cowen, Evercore ISI
and Piper Sandler are acting as joint bookrunning managers of the
offering. The offering is expected to close on October 3, 2023,
subject to the satisfaction of customary closing conditions.
The shares are being offered by Madrigal pursuant to an
effective shelf registration statement on Form S-3 that was
previously filed with the Securities and Exchange Commission (SEC)
on June 1, 2021. A preliminary prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
offering have been filed with the SEC and are available on the
SEC’s website at www.sec.gov. A final prospectus supplement
relating to the offering will be filed with the SEC and, when
filed, will also be available on the SEC’s website. Alternatively,
copies of the prospectus may also be obtained by contacting the
following: Goldman Sachs & Co. LLC, Attn: Prospectus
Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, email: prospectus-ny@ny.email.gs.com; Jefferies
LLC, Attn: 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; Cowen and Company,
LLC, 599 Lexington Avenue, New York, NY 10022, by telephone at
(833) 297-2926 or by email at Prospectus_ECM@cowen.com; Evercore
Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd
Street, 35th Floor, New York, New York 10055, by telephone at (888)
474-0200, or by email at ecm.prospectus@evercore.com; or Piper
Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN
55402, Attention: Prospectus Department, by telephone at (800)
747-3924 or by email at prospectus@psc.com.
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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or
jurisdiction.
About Madrigal Pharmaceuticals, Inc.
Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL) is a
clinical-stage biopharmaceutical company pursuing novel
therapeutics for nonalcoholic steatohepatitis (NASH), a liver
disease with high unmet medical need. Madrigal’s lead candidate,
resmetirom, is a once daily, oral, thyroid hormone receptor (THR)-ß
selective agonist designed to target key underlying causes of NASH
in the liver.
Forward-Looking Statements
Forward-looking statements reflect management’s current
knowledge, assumptions, judgment and expectations regarding
forward-looking statements, future performance or events; include
all statements that are not historical facts; and can be identified
by terms such as “be,” “can,” “designed,” “expectation,” “may,”
“plans,” “proposed,” “seeks,” “will,” “will be,” “would” or similar
expressions and the negatives of those terms.
Statements in this release concerning Madrigal’s future
expectations, plans and prospects, including, without limitation,
statements about Madrigal’s proposed public offering and use of
proceeds, constitute forward-looking statements for the purposes of
the safe harbor provisions under the Private Securities Litigation
Reform Act of 1995. Actual results and future plans may differ
materially from those indicated by these forward-looking statements
as a result of various important factors, including, without
limitation, risks associated with market conditions and the
satisfaction of customary closing conditions related to the
proposed offering and the anticipated use of proceeds from the
offering, as well as those risks more fully discussed under “Risk
Factors” in the preliminary prospectus supplement and in the “Risk
Factors” filed in Part I, Item 1A of Madrigal’s Annual Report on
Form 10-K for the year ended December 31, 2022, as amended by its
Form 10-K/A filed with the SEC on March 3, 2023 and Part II, Item
1A of Madrigal’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023, and in other filings that Madrigal makes with
the SEC, including those included or incorporated by reference in
the preliminary prospectus supplement and accompanying prospectus
supplement related to the proposed public offering expected to be
filed with the SEC. There can be no assurance that Madrigal will be
able to complete the proposed public offering on the anticipated
terms, or at all. You should not place undue reliance on these
forward-looking statements. In addition, any forward-looking
statements represent Madrigal’s views only as of today and should
not be relied upon as representing its views as of any subsequent
date. Madrigal explicitly disclaims any obligation, except to the
extent required by law, to update any forward-looking
statements.
Investor ContactAlex Howarth, Madrigal
Pharmaceuticals, Inc., IR@madrigalpharma.com
Media ContactChristopher Frates, Madrigal
Pharmaceuticals, Inc., media@madrigalpharma.com
Madrigal Pharmaceuticals (NASDAQ:MDGL)
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