Schrödinger, Inc. (the "Company") (Nasdaq: SDGR), whose differentiated, physics-based software platform enables discovery of high-quality, novel molecules for drug development and materials applications, today announced the pricing of an underwritten public offering of 5,000,000 shares of its common stock at a public offering price of $66.00 per share. The offering consists of 4,500,000 shares being sold by the Company and 500,000 shares being sold by a selling stockholder, resulting in aggregate gross proceeds of $297.0 million to the Company and $33.0 million to the selling stockholder. The offering is expected to close on or about August 17, 2020, subject to the satisfaction of customary closing conditions. In addition, the Company has granted the underwriters a 30-day option to purchase up to 750,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions.
Morgan Stanley, BofA Securities, Jefferies and BMO Capital Markets are acting as joint book-running managers for the offering.
A registration statement relating to the offering of these securities was declared effective by the Securities and Exchange Commission (the "SEC") on August 12, 2020. Copies of the registration statement can be accessed by visiting the SEC website at www.sec.gov. The offering is being made only by means of a prospectus. A preliminary prospectus describing the terms of the offering has been filed with the SEC and forms a part of the effective registration statement. A copy of the final prospectus relating to the offering may be obtained, when available, by visiting the SEC's website or from: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department or by email at firstname.lastname@example.org; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at email@example.com; Jefferies LLC, 520 Madison Avenue, 2nd Floor, New York, NY 10022, Attention: Equity Syndicate Prospectus Department, by telephone at 877-821-7388 or by email at firstname.lastname@example.org; or from BMO Capital Markets Corp. at 3 Times Square, New York, NY 10036, Attention: Equity Syndicate Department, by telephone at (800) 414-3627 or by email to email@example.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Schrödinger's industry-leading computational platform facilitates the research efforts of biopharmaceutical and industrial companies, academic institutions, and government laboratories worldwide. Schrödinger also has wholly-owned and collaborative drug discovery programs in a broad range of therapeutic areas.
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected closing of the offering and anticipated proceeds from the offering. The words, without limitation, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms of the offering or at all, and other factors contained, or incorporated by reference into, the "Risk Factors" section of the preliminary prospectus that forms a part of the effective registration statement filed with the SEC, the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2020, and the risks described in other filings that the Company may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are based on the current expectations of the Company's management team and speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
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