Schrödinger, Inc. (Nasdaq: SDGR), whose differentiated, physics-based software platform enables discovery of high-quality, novel molecules for drug development and materials applications, today announced the commencement of a proposed underwritten public offering of 4,500,000 shares of its common stock. The public offering consists of 4,000,000 shares of common stock being offered by Schrödinger and 500,000 shares of common stock being offered by a selling stockholder. In addition, Schrödinger expects to grant the underwriters a 30-day option to purchase up to 675,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions. Schrödinger will not receive any proceeds from the sale of the shares by the selling stockholder.
Morgan Stanley, BofA Securities, Jefferies, and BMO Capital Markets are acting as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.
The proposed offering will be made only by means of a prospectus. When available, a copy of the preliminary prospectus may be obtained by contacting Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department or by email at email@example.com; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at firstname.lastname@example.org; 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 email@example.com; 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 firstname.lastname@example.org. The registration statement may be obtained free of charge at the Securities and Exchange Commission's website at www.sec.gov.
A registration statement on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This press release shall not constitute an offer to sell, or a 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 anticipated grant to the underwriters of an option to purchase additional shares. The words "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 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 or at all, and other factors contained in, or incorporated by reference into, the "Risk Factors" section of the preliminary prospectus filed with the Securities and Exchange Commission, Schrödinger'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 we may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Schrödinger 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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