Gyroscope Therapeutics Announces Launch of Initial Public Offering

LONDON--(BUSINESS WIRE)--Gyroscope Therapeutics Holdings plc (“Gyroscope”), a clinical-stage gene therapy company focused on treating diseases of the eye, today announced that it has launched the roadshow for its initial public offering in the United States of up to 6,750,000 American Depositary Shares (“ADSs”) representing 6,750,000 ordinary shares. The initial public offering price is currently expected to be between $20.00 and $22.00 per ADS, which would result in an approximate total offering size of between $135.0 million and $148.5 million, before underwriting discounts and commissions. Gyroscope also expects to grant to the underwriters a 30-day option to purchase up to an additional 1,012,500 ADSs at the initial public offering price, less underwriting discounts and commissions. All ADSs to be sold in the proposed offering will be sold by Gyroscope. Gyroscope has applied to list its ADSs on the Nasdaq Global Select Market under the ticker symbol “VISN.”

Morgan Stanley, Goldman Sachs & Co. LLC and Citigroup are acting as joint book-running managers for the offering.

The proposed offering will be made only by means of a prospectus. A copy of the preliminary prospectus related to the offering can be obtained from any of the joint book-running managers for the offering: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at [phone] or by email at [e-mail]; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at [phone], by facsimile at [phone] or by email at [e-mail]; or Citigroup Global Markets Inc., Attention: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at [phone] or by email at [e-mail]. For the avoidance of doubt, such prospectus does not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will not have been reviewed by any competent authority in any European Union member state or the United Kingdom.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”), but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

In any member state of the European Economic Area (the “EEA”) this announcement and any offering are only addressed to and directed at persons who are “qualified investors” (“Qualified Investors”) within the meaning of the Prospectus Regulation. In the United Kingdom, this announcement and any offering are only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "relevant persons").

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors.

About Gyroscope: Vision for Life

Gyroscope Therapeutics is a clinical-stage gene therapy company developing gene therapy beyond rare disease to treat diseases of the eye that cause vision loss and blindness. Our lead investigational gene therapy, GT005, is currently being evaluated in Phase II clinical trials for the treatment of geographic atrophy (GA) secondary to age-related macular degeneration (AMD), a leading cause of blindness. GT005 has received Fast Track designation from the U.S. Food and Drug Administration for the treatment of people with GA.

Supported by leading life sciences investors, Gyroscope has built a global organisation combining discovery, research, drug development, a manufacturing platform and surgical delivery capabilities. Headquartered in London with locations in Philadelphia and San Francisco, our mission is to preserve sight and fight the devastating impact of blindness.

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements with regard to Gyroscope’s proposed securities offering. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Gyroscope, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Gyroscope’s filings with the SEC. Gyroscope undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.