Rain Therapeutics (RAIN) Prices 6.86M Share Offering at $5.83/sh

Rain Therapeutics Inc. (NasdaqGS: RAIN) today announced the pricing of a registered offering of 6,861,080 shares of common stock and 1,715,250 shares of non-voting common stock. The shares are being sold at an offering price of $5.83 per share, which is priced at the closing price on Nasdaq for Rain’s common stock on November 3, 2022. The shares of non-voting common stock are convertible into an equal number of shares of common stock, subject to beneficial ownership limitations. The gross proceeds to Rain, before deducting the underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $50 million. The offering is expected to close on or about November 8, 2022, subject to customary closing conditions. Rain has granted the underwriters a 30-day overallotment option to purchase up to 1,286,449 additional shares of common stock at the offering price, less underwriting discounts and commissions.

Leading life science investors are participating in the offering, including Deerfield Management Company, Adage Capital Partners LP, BVF Partners L.P., Boxer Capital, Janus Henderson Investors, Cormorant Asset Management, and Samsara BioCapital.

Guggenheim Securities, LLC is acting as sole book-running manager for the offering and H.C. Wainwright & Co. and JonesTrading Institutional Services LLC are acting as co-lead managers for the offering.

Rain intends to use the net proceeds from this offering for clinical development of pipeline candidates, commercial launch preparation, working capital and general corporate purposes.

A shelf registration statement on Form S-3 (File No. 333-265297) relating to the offering of the securities described above was filed with the Securities and Exchange Commission (“SEC”) and declared effective on June 6, 2022. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Guggenheim Securities LLC at 330 Madison Avenue, 8th Floor, New York, NY 10017, Attention: Equity Syndicate Department, by phone at (212) 518-9544 or e-mail at [email protected], H.C. Wainwright & Co., LLC, at 430 Park Ave., New York, New York 10022, by telephone at (212) 856-5711, or by email at [email protected], or JonesTrading Institutional Services LLC at 555 Saint Charles Drive, Suite 200, Thousand Oaks, CA 91360, Attention: Compliance Department, by phone at (844) 566-6587 or e-mail at [email protected].

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.

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