Exhibit 99.1
Verve Therapeutics Announces Pricing of Public Offering of Common Stock and Concurrent Private Placement
BOSTON, Massachusetts, November 28, 2023 – 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 the pricing of an underwritten public offering of 12,500,000 shares of its common stock at a public offering price of $10.00 per share, for total gross proceeds of $125.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by Verve. All of the shares in the public offering are being sold by Verve. In addition, Verve has granted the underwriters a 30-day option to purchase up to 1,875,000 additional shares of its common stock at the public offering price, less the underwriting discounts and commissions.
Concurrent with the public offering, Verve has agreed to sell, subject to the consummation of the 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”), 2,296,317 shares of its common stock to Eli Lilly and Company, at a price per share equal to the public offering price, for total gross proceeds of approximately $23.0 million.
The aggregate gross proceeds from the public offering and the concurrent private placement are expected to be approximately $148.0 million, before underwriting discounts and commissions and other offering expenses payable by Verve, and without giving effect to any exercise by the underwriters of their option to purchase additional shares. The public offering and concurrent private placement are expected to close on December 1, 2023, subject to the satisfaction of customary closing conditions.
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 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. This 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 has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the public offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; 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: prospectus@williamblair.com; or BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email: bmoprospectus@bmo.com; 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 equityprospectus@rbccm.com.
