Latham & Watkins Advises on ADARx Pharmaceuticals’ Upsized US$446.3 Million Initial Public Offering

ADARx Pharmaceuticals, Inc., a late-stage clinical biotechnology company developing next-generation siRNA therapeutics, has announced the pricing of its upsized initial public offering of 26,250,000 shares of common stock at a price to the public of US$17 per share. All of the shares of common stock are being offered by ADARx. The gross proceeds to ADARx from the offering, before deducting underwriting discounts and commissions and offering expenses payable by ADARx, are expected to be approximately US$446.3 million. In addition, the underwriters have a 30-day option to purchase up to an additional 3,937,500 shares of common stock at the public offering price, less underwriting discounts and commissions.

In addition, ADARx announced a concurrent private placement, exempt from the registration requirements of the Securities Act of 1933, as amended, to AbbVie of a number of shares of ADARx’s common stock that would result in AbbVie owning approximately 4.9% of ADARx’s outstanding shares of common stock following the closing of the initial public offering and the concurrent private placement, at a price of US$17 per share; up to a maximum of US$100 million in shares of common stock. The aggregate gross proceeds to ADARx from the initial public offering and the concurrent private placement, before deducting underwriting discounts and commissions, placement agent fees and other offering and private placement expenses payable by ADARx, are expected to be approximately US$535.2 million, excluding any exercise of the underwriters’ option to purchase additional shares of common stock.

Latham & Watkins LLP represents the underwriters in the offering with a Capital Markets team led by San Diego partner Matt Bush and counsel Anthony Gostanian, with associates Julian Brody, Sterling Swift, and Zach Kobayashi. Advice was also provided on FDA matters by Washington, D.C. counsel Chad Jennings, with associate Trevor Thompson; on healthcare matters by Bay Area partner Betty Pang; on data privacy and cybersecurity matters by Bay Area partner Heather Deixler, with associate Chad Leiper; on intellectual property matters by San Diego counsel Robert Yeh, with associate Patrick Chew; on executive compensation and employee benefits matters by San Diego partner Holly Bauer, with associates Sara Schlau and Julie Voorhes; and on tax matters by Los Angeles partner Eric Cho, with associate Jay Khurana.