Nightstar Announces Pricing of Public Offering

WALTHAM, Mass. and LONDON, Sept. 27, 2018 (GLOBE NEWSWIRE) -- Nightstar Therapeutics plc (NASDAQ:NITE), a clinical-stage gene therapy company developing treatments for rare inherited retinal diseases, today announced the pricing of an underwritten public offering of 4,000,000 American Depositary Shares (“ADSs”) representing 4,000,000 ordinary shares, at a public offering price of $18.00 per ADS, for total gross proceeds of $72 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Nightstar. All ADSs to be sold in the offering are being offered by Nightstar. In addition, Nightstar has granted the underwriters an option for a period of 30 days to purchase up to an additional 600,000 ADSs on the same terms and conditions.

Nightstar intends to use the net proceeds from this offering to fund the clinical development of NSR-REP1 for the treatment of choroideremia, including obtaining one-year follow-up data from its ongoing Phase 3 STAR trial of NSR-REP1; the clinical development of NSR-RPGR for XLRP, including obtaining one-year follow-up data from the expansion study of its ongoing Phase 1/2 XIRIUS trial of NSR-RPGR; and other research and development activities, working capital and other general corporate purposes.

The offering is expected to close on October 2, 2018, subject to satisfaction of customary closing conditions.

Jefferies LLC, Barclays Capital Inc. and UBS Securities LLC are acting as joint book-running managers for the offering. Wedbush Securities Inc. and Chardan are acting as co-managers.

The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: (877) 547-6340, e-mail: ; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847, e-mail: ; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275, email: .

A registration statement on Form F-1 (File No. 333-227520) relating to the ADSs being sold in this offering was declared effective by the U.S. Securities and Exchange Commission on September 27, 2018.

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 other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nightstar

Nightstar is a leading clinical-stage gene therapy company focused on developing and commercializing novel one-time treatments for patients suffering from rare inherited retinal diseases that would otherwise progress to blindness.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “could,” “intend,” “estimate,” “will,” “would,” “may,” “should,” “project,” “target,” “track,” “expect” or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements contained in this press release other than statements of historical facts are forward-looking statements, including, without limitation: the anticipated completion of the proposed offering; the use of proceeds in the proposed offering; our planned and ongoing clinical development for NSR-REP1 and NSR-RPGR, including our Phase 3 STAR trial in choroideremia and Phase 1/2 XIRIUS trial in X-linked retinitis pigmentosa; the continued clinical development of our pipeline; and statements about our cash position and sufficiency of capital resources to fund our operating requirements, trends and other factors that may affect our financial results. These forward-looking statements are based on management's current expectations of future events as of the date of this release and are subject to a number of substantial known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements, including those related to the timing and costs involved in commercializing any product candidate that receives regulatory approval; the initiation, timing and conduct of clinical trials; the availability of data from clinical trials and expectations for regulatory submissions and approvals; whether interim results of a clinical trial will be predictive of the final results of the trial; whether results of small or early stage clinical trials will be predictive of the results of later-stage trials; our scientific approach and general development progress; the availability or commercial potential of the our product candidates; the sufficiency of our cash resources; and other risks and uncertainties set forth in our Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on September 25, 2018 and subsequent reports that we file with the U.S. Securities and Exchange Commission. We may not actually achieve the plans, intentions, estimates or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, estimates and expectations disclosed in the forward-looking statements we make. We anticipate that subsequent events and developments will cause our views to change. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release. Any reference to our website address in this press release is intended to be an inactive textual reference only and not an active hyperlink.

Contact:

Senthil Sundaram, Chief Financial Officer

Brian Luque, Sr. Manager, Investor Relations