5,360,000 American Depositary Shares




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Table of Contents

Filed Pursuant to Rule 424(b)(4)

Registration No.: 333-220289

PROSPECTUS

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

  

PER ADS

 

  

TOTAL

 

Public offering price

  

$

14.00

 

  

$

75,040,000

 

Underwriting discounts and commissions(1)

  

$

0.98

 

  

$

5,252,800

 

Proceeds to Nightstar Therapeutics, before expenses

  

$

13.02

 

  

$

69,787,200

 

 

 

(1) 

 

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.

 

 

 

 

 

 

 

 

 

Jefferies

 

Leerink Partners

 

BMO Capital Markets

 

 

 

 

Wedbush PacGrow        

 

Chardan        

Prospectus dated September 27, 2017
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

PAGE

 

Market, Industry and Other Data

  

 

ii

 

About this Prospectus

  

 

iii

 

Presentation of Financial Information

  

 

iv

 

Prospectus Summary

  

 

1

 

Risk Factors

  

 

11

 

Special Note Regarding Forward-Looking Statements

  

 

57

 

Exchange Rate Information

  

 

58

 

Use of Proceeds

  

 

59

 

Dividend Policy

  

 

60

 

Corporate Reorganization

  

 

61

 

Capitalization

  

 

63

 

Dilution

  

 

64

 

Selected Consolidated Financial Data

  

 

66

 

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

  

 

68

 

Business

  

 

83

 

Management

  

 

115

 

Related Party Transactions

  

 

125

 

Principal Shareholders

  

 

130

 

Description of Share Capital and Articles of Association

  

 

132

 

Description of American Depositary Shares

  

 

144

 

Shares and ADSs Eligible for Future Sale

  

 

154

 

Material Income Tax Considerations

  

 

156

 

Underwriting

  

 

164

 

Expenses of this Offering

  

 

172

 

Legal Matters

  

 

173

 

Experts

  

 

173

 

Service of Process and Enforcement of Liabilities

  

 

173

 

Where You Can Find Additional Information

  

 

174

 

Index to the Financial Statements

  

 

F-1

 

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.

 

 

 

i
Table of Contents

MARKET, INDUSTRY AND OTHER DATA

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.”

 

ii
Table of Contents
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