Xenon Pharmaceuticals (XENE) Prices 7.87M Share Offering at $30.50/sh

Xenon Pharmaceuticals Inc. (Nasdaq: XENE), a clinical stage biopharmaceutical company, today announced the pricing of its underwritten public offering of 7,868,854 common shares and, in lieu of common shares to certain investors, pre-funded warrants to purchase up to 327,868 common shares pursuant to its existing shelf registration statement. The common shares are being offered at a public offering price of $30.50 per common share and the pre-funded warrants are being offered at a price of $30.4999 per pre-funded warrant. The gross proceeds to Xenon from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Xenon, are expected to be approximately $250.0 million. In addition, Xenon has granted to the underwriters of the offering an option for a period of 30 days to purchase up to an additional 1,229,508 common shares at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about June 27, 2022, subject to customary closing conditions.

Jefferies, J.P. Morgan, SVB Securities and Stifel are acting as joint book-running managers for the offering.

An automatically effective shelf registration statement relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (SEC) on October 4, 2021. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, or by email at [email protected], or by phone at (877) 821-7388; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood NY 11717, by telephone at (866) 803-9204, or by email at [email protected]; SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at [email protected]; or Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, CA 94104, Attn: Syndicate, or by phone at (415) 364-2720, or by email at [email protected].

No securities are being offered or sold, directly or indirectly, in Canada or to any resident of Canada.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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