Verve Therapeutics Announces Proposed Public Offering of Common Stock and Concurrent Private Placement

BOSTON, Nov. 28, 2023 (GLOBE NEWSWIRE) -- Verve Therapeutics, Inc. (Nasdaq: VERV), a clinical-stage biotechnology company pioneering a new approach to the care of cardiovascular disease with single-course gene editing medicines, today announced that it has commenced an underwritten public offering of shares of its common stock. All of the shares are being offered by Verve. In addition, Verve expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock sold in the public offering at the public offering price, less underwriting discounts and commissions.

Concurrent with the public offering, Verve intends to sell, subject to the consummation of the proposed public offering and satisfaction of other customary closing conditions, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), up to $35 million of its common stock to Eli Lilly and Company (“Lilly”) or, such lesser amount such that Lilly’s beneficial ownership does not exceed 4.9% of the number of shares of common stock to be outstanding immediately following the closing of the public offering and the concurrent private placement (without giving effect to any exercise by the underwriters of the option to purchase additional shares). The shares will be sold to Lilly at a price per share equal to the public offering price.

The proposed public offering and concurrent private placement are subject to market and other conditions, and there can be no assurance as to whether or when the public offering and concurrent private placement may be completed, or as to the actual size or terms of the public offering and concurrent private placement.

Jefferies, Guggenheim Securities, William Blair, BMO Capital Markets, and RBC Capital Markets are acting as joint book-running managers for the public offering.

The shares in the proposed public offering are being offered by Verve pursuant to an automatically effective shelf registration statement that was filed with the Securities and Exchange Commission (“SEC”) on September 23, 2022. The public offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the public offering is expected to be filed with the SEC and, if and when filed, copies of the preliminary prospectus supplement relating to the public offering may be obtained for free by visiting the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained, when available, by contacting: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at [phone], or by email at [e-mail]; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at [phone], or by email at [e-mail]; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephone at 1-800-621-0687, or by email: [e-mail]; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email: [e-mail]; or RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, or by telephone at 877-822-4089, or by email at [e-mail]. The final terms of the public offering will be disclosed in a final prospectus supplement to be filed with the SEC.