ADARx Pharmaceuticals files Amendment No.2 to S-1 for proposed IPO and concurrent AbbVie private placement

Cooley LLP advised ADARx Pharmaceuticals, Inc. and Latham & Watkins LLP advised the underwriters—J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, UBS Securities LLC and LifeSci Capital LLC—on ADARx’s proposed initial public offering and related transactions. ADARx Pharmaceuticals filed Amendment No. 2 to its Form S-1 on September 21, 2026, proposing an initial public offering of 21,875,000 shares of common stock at an expected price range of $15.00 to $17.00 per share and an application to list on The Nasdaq Global Select Market under the symbol ADRX. The company granted the underwriters a 30-day option to purchase up to 3,281,250 additional shares. The underwriters named in the prospectus are J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, UBS Securities LLC and LifeSci Capital LLC; J.P. Morgan, Morgan Stanley, TD Securities and UBS are acting as representatives of the underwriters and, together with LifeSci Capital, as book-running managers. The underwriters reserved up to 2% of the offered shares for a directed share program and will receive customary underwriting discounts and commissions; ADARx agreed to reimburse certain underwriter expenses up to $60,000 and to indemnify the underwriters against certain liabilities, including under the Securities Act. In a concurrent private placement exempt from the Securities Act, AbbVie Inc. has agreed to purchase shares at the public offering price (subject to a $100.0 million cap) that would result in AbbVie owning approximately 4.9% of ADARx’s outstanding common stock following the offering and private placement. Based on the assumed offering size and midpoint pricing, AbbVie would purchase 5,007,844 shares. The underwriters are acting as placement agents for the private placement and will receive a placement agent fee equal to 2.0% of the private placement purchase price. The IPO is not contingent on the private placement, while the private placement is contingent on the closing of the offering. The prospectus states ADARx expects net proceeds of approximately $318.6 million from the primary offering, or about $367.4 million if the underwriters’ option is fully exercised, assuming a midpoint price of $16.00 per share, after underwriting discounts, commissions and estimated offering expenses. ADARx also expects net proceeds of approximately $78.5 million from the AbbVie private placement after fees and expenses. The company intends to use proceeds principally to advance its clinical and preclinical programs, to create a public market for its common stock and to facilitate future access to public equity markets. Specifically, ADARx estimates using approximately $180 million to advance agazisiran, $65.0 million to advance onvuzosiran, $80.0 million to advance ADX-626, $25.0 million to advance ADX-077 and $20.0 million to advance ADX-199, with the remainder for additional research and development, working capital and general corporate purposes. Based on current plans, ADARx expects that existing cash, cash equivalents and short-term investments together with the net proceeds from the offering and private placement will fund operations into 2030. ADARx describes itself as a late-clinical-stage biotechnology company focused on next-generation siRNA therapeutics, with three clinical-stage programs and two advanced preclinical programs. Its wholly owned pipeline referenced in the filing includes agazisiran, onvuzosiran, ADX-626, ADX-077 and ADX-199. The capital stock summary in the filing states that immediately prior to the offering ADARx’s authorized capital stock will consist of 999,999,999 shares of common stock and 10,000,000 shares of preferred stock. As of June 30, 2026, the company had 9,669,578 shares of common stock outstanding and 65,648,483 shares of convertible preferred stock outstanding, which will automatically convert into common stock immediately prior to the closing. After giving effect to the conversion, the offering, the concurrent private placement and no exercise of the underwriters’ option, 102,200,905 shares of common stock would be outstanding, or 105,482,155 shares if the underwriters’ option is exercised in full. The filing also reports 10,807,043 shares subject to outstanding option awards under the 2020 Plan as of June 30, 2026, and that certain holders of 70,656,327 shares will have registration rights under the Investors’ Rights Agreement following the closing, subject to customary terms and conditions. Cooley LLP represented client(s) ADARx Pharmaceuticals, Inc. with a team composed by: Charles Bair; Charles S. Kim; Grady Chang. Latham & Watkins LLP represented client(s) the underwriters J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, UBS Securities LLC and LifeSci Capital LLC with a team composed by: Matthew T. Bush; Anthony Gostanian. ADARx Pharmaceuticals, Inc. in-house legal and corporate contacts represented client(s) ADARx Pharmaceuticals, Inc. with a team composed by: Ryan Fisk, Chief Financial Officer and Chief Business Officer; Jiang Bian, Head of Legal.

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ADARx Pharmaceuticals files Amendment No.2 to S-1 for proposed IPO and concurrent AbbVie private placement

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ADARx Pharmaceuticals files Amendment No.2 to S-1 for proposed IPO and concurrent AbbVie private placement

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