| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 31, 2022, Nuvalent, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Cowen and Company, LLC (“Cowen”), Piper Sandler & Co. and BMO Capital Markets Corp., as representatives of the several underwriters (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 6,865,672 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). All of the Shares are being sold by the Company. The price to the public in the Offering is $33.50 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $31.49 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,029,850 shares of Common Stock (the “Additional Shares”), at the same price per share as the Shares. The Company estimates that the net proceeds from the Offering will be approximately $215.9 million, or approximately $248.3 million if the Underwriters exercise in full their option to purchase the Additional Shares, in each case, after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares and any Additional Shares will be issued pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (“SEC”) on August 10, 2022 and declared effective by the SEC on August 16, 2022 (File No. 333-266731). A prospectus supplement relating to the Offering has been filed with the SEC. The closing of the offering is expected to take place on November 3, 2022, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares and the Additional Shares is attached as Exhibit 5.1 hereto.
On October 31, 2022, prior to the Company’s entry into the Underwriting Agreement, the Company and Cowen entered into an Amendment No. 1 to the Sales Agreement, dated as of August 10, 2022, between the Company and Cowen (the “Sales Agreement Amendment”) pursuant to which the Company may offer and sell shares of Common Stock from time to time through Cowen in an “at the market offering” (the “ATM Facility”). The Sales Agreement Amendment was effective immediately and reduced the maximum aggregate offering price of the Common Stock that the Company may sell under the ATM Facility to $135.0 million. A copy of the Sales Agreement Amendment is attached as Exhibit 1.2 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
On October 31, 2022, the Company issued a press release (the “Press Release”) announcing the pricing of the Offering. A copy of the Press Release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note regarding Forward-Looking Statements
This Current Report on Form 8-K and the Press Release attached hereto contain forward-looking statements of the Company that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K and the attached Press Release are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “seek,” “look forward,” “advance,” “goal,” “strategy,” “promising,” “opportunity,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, statements relating to the timing of the closing of the Offering and the intended use of proceeds therefrom. Actual results may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the Offering and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to
