Madrigal Pharmaceuticals, Inc. (Nasdaq: MDGL), a biopharmaceutical
company focused on delivering novel therapeutics for nonalcoholic
steatohepatitis (NASH), today announced that it has commenced an
underwritten public offering of $500 million in shares of its
common stock and pre-funded warrants to purchase common stock. The
purchase price of each pre-funded warrant will equal the price per
share at which shares of common stock are being sold to the public
in this offering, minus $0.0001, which will be the per share
exercise price of each pre-funded warrant. Madrigal also intends to
grant the underwriters a 30-day option to purchase up to an
additional fifteen percent (15%) of the shares of common stock
offered in the public offering at the public offering price, less
underwriting discounts and commissions. All of the shares in the
proposed offering are to be sold by Madrigal.
Madrigal intends to use the net proceeds from this offering for
its commercial activities in connection with the launch of
Rezdiffra™ (resmetirom) in the U.S. and for general corporate
purposes, including, without limitation, research and development
expenditures, ongoing clinical trial expenditures, manufacture and
supply of drug substance and drug products, potential acquisitions
or licensing of new technologies, potential ex-U.S.
commercialization or partnering opportunities, capital expenditures
and working capital.
Goldman Sachs & Co. LLC, Jefferies, TD Cowen, Evercore ISI,
Piper Sandler, UBS Investment Bank and Citizens JMP are acting as
joint bookrunning managers of the proposed offering. The offering
is subject to market and other conditions, and there can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering.
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 is expected to be filed with the SEC and, when filed, will
be available on the SEC’s website at www.sec.gov. Alternatively,
copies of the preliminary prospectus supplement and the
accompanying prospectus relating to these securities 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, New
York, New York 10055, by telephone at (888) 474-0200, or by email
at ecm.prospectus@evercore.com; 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; UBS Securities LLC, 1285 Avenue of the
Americas, New York, NY 10019, Attn: ECM Syndicate, or by email:
ol-prospectus-request@ubs.com; or Citizens JMP Securities, LLC, 600
Montgomery Street, Suite 1100, San Francisco, CA 94111, by
telephone at (415) 835-8985, or by email at
syndicate@jmpsecurities.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
biopharmaceutical company pursuing novel therapeutics for
nonalcoholic steatohepatitis (NASH), a liver disease with high
unmet medical need. Madrigal’s medication, Rezdiffra (resmetirom),
is a once-daily, oral, liver-directed THR-β agonist designed to
target key underlying causes of NASH.
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,” “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 timing
and success of the proposed offering and the anticipated use of
proceeds from the proposed offering, as well as those risks more
fully discussed 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, 2023, filed with the SEC on February 28, 2024, 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 ContactTina Ventura, Madrigal
Pharmaceuticals, Inc., IR@madrigalpharma.com
Media ContactChristopher Frates, Madrigal
Pharmaceuticals, Inc., media@madrigalpharma.com
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