CAMBRIDGE, Mass. – Nuvalent, Inc. (Nasdaq: NUVL), a biopharmaceutical firm specializing in precision-targeted therapies for kinase-driven cancers, has announced the pricing of a public offering of its Class A common stock. The offering is priced at $101.00 per share, with Nuvalent selling 4,950,496 shares. The company anticipates gross proceeds of approximately $500 million before deducting underwriting discounts, commissions, and other offering-related expenses. The offering is expected to close on November 20, 2025, contingent upon standard closing conditions.
In addition to Nuvalent’s primary offering, Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P. (collectively, the “Selling Stockholders”) have granted the underwriters an option to purchase up to 742,574 additional shares of Class A common stock at the offering price, less underwriting discounts and commissions. Nuvalent will not receive any proceeds from the sale of shares by the Selling Stockholders.
J.P. Morgan, Jefferies, TD Cowen, and Cantor are serving as joint book-running managers for the offering. This move comes as Nuvalent continues to advance its pipeline of investigational therapies targeting ROS1-positive, ALK-positive, and HER2-altered non-small cell lung cancer, alongside several discovery-stage research programs. The substantial capital infusion is expected to fuel further research and development efforts, including clinical trials and potential expansion of its platform.
The shares are being offered under an automatically effective shelf registration statement filed with the Securities and Exchange Commission (SEC) on March 16, 2023. The offering is conducted via a prospectus and prospectus supplement, with a preliminary prospectus supplement already filed with the SEC and available on the SEC’s website. A final prospectus supplement will be filed with the SEC.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under local securities laws.
About Nuvalent
Nuvalent, Inc. (Nasdaq: NUVL) is a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. Leveraging deep expertise in chemistry and structure-based drug design, the company develops innovative small molecules that have the potential to overcome resistance, minimize adverse events, address brain metastases, and drive more durable responses.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements include, but are not limited to, those concerning the proposed offering, its closing conditions, and expected completion. Actual results may differ due to factors including market conditions affecting the offering’s timing, terms, and closing. There is no guarantee that Nuvalent will complete the offering on anticipated terms or at all. Readers are cautioned against undue reliance on these statements, which reflect expectations only as of this date. Risks and uncertainties are further detailed in Nuvalent’s filings with the SEC, including its Quarterly Report on Form 10-Q for the period ended September 30, 2025, and the preliminary prospectus supplement filed on November 17, 2025. Nuvalent disclaims any obligation to update these statements.
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