5,360,000 American Depositary Shares

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Filed Pursuant to Rule 424(b)(4)

Registration No.: 333-220289


5,360,000 American Depositary Shares

Representing 5,360,000 Ordinary Shares

We are offering 5,360,000 American Depositary Shares, or ADSs. Each ADS represents one ordinary share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. This is our initial public offering of our ADSs. No public market has previously existed for our ADSs or ordinary shares.

The initial public offering price is $14.00 per ADS. Our ADSs have been approved for listing on the NASDAQ Global Select Market under the symbol “NITE.”

Investing in our ADSs involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks of investing in our ADSs in “Risk Factors” beginning on page 11 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.




















Public offering price









Underwriting discounts and commissions(1)









Proceeds to Nightstar Therapeutics, before expenses













We have agreed to reimburse the underwriters for certain expenses. See “Underwriting.”

Certain of our existing investors, including investors affiliated with certain of our directors, have agreed to purchase an aggregate of 2,464,285 ADSs in this offering at the initial public offering price. The underwriters will receive the same underwriting discount on any ADSs purchased by these investors as they will on any other ADSs sold to the public in this offering.

Delivery of the ADSs is expected to be made on or about October 2, 2017. We have granted the underwriters an option for a period of 30 days to purchase an additional 804,000 ADSs. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $6,040,720, and the total proceeds to us, before expenses, will be $80,255,280.












Leerink Partners


BMO Capital Markets





Wedbush PacGrow        



Prospectus dated September 27, 2017
Table of Contents












Market, Industry and Other Data





About this Prospectus





Presentation of Financial Information





Prospectus Summary





Risk Factors





Special Note Regarding Forward-Looking Statements





Exchange Rate Information





Use of Proceeds





Dividend Policy





Corporate Reorganization















Selected Consolidated Financial Data





Management’s Discussion and Analysis of Financial Condition and Results of Operations















Related Party Transactions





Principal Shareholders





Description of Share Capital and Articles of Association





Description of American Depositary Shares





Shares and ADSs Eligible for Future Sale





Material Income Tax Considerations










Expenses of this Offering





Legal Matters










Service of Process and Enforcement of Liabilities





Where You Can Find Additional Information





Index to the Financial Statements





We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell our ADSs in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ADSs.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus outside the United States.

We are incorporated under the laws of England and Wales and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.




Table of Contents


This prospectus contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.

In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”


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