GH Research PLC Completes Share Offering

TL;DR

GH Research PLC sold 10M shares on Feb 6th, underwriters Cantor Fitzgerald & Stifel involved.

AI Summary

On February 6, 2025, GH Research PLC completed an offering of 10,000,000 ordinary shares. This offering was conducted under an underwriting agreement with Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated, acting as representatives for the underwriters. The company also provided the underwriters with a 30-day option to purchase additional shares.

Why It Matters

This share offering provides GH Research PLC with capital, potentially for further research and development or operational expansion.

Risk Assessment

Risk Level: medium — Share offerings can dilute existing shareholders and the success of the company depends on the use of the raised capital.

Key Numbers

• 10,000,000 — Ordinary Shares Offered (Represents the volume of the completed share offering.)

Key Players & Entities

• GH Research PLC (company) — Registrant
• February 6, 2025 (date) — Date of share offering completion
• 10,000,000 (dollar_amount) — Number of ordinary shares offered
• Cantor Fitzgerald & Co. (company) — Underwriter representative
• Stifel, Nicolaus & Company, Incorporated (company) — Underwriter representative

FAQ

Key Financial Figures

• $139.8 m — hares are estimated to be approximately $139.8 million, after deducting the underwriting

Filing Documents

• dp224618_6k.htm (6-K) — 12KB
• dp224618_ex0101.htm (EX-1.1) — 319KB
• dp224618_ex0501.htm (EX-5.1) — 36KB
• image_002.jpg (GRAPHIC) — 49KB
• image_005.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 2KB
• 0000950103-25-001704.txt ( ) — 443KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2025. Commission File Number: 001-40530 GH Research PLC (Exact name of registrant as specified in its charter) Joshua Dawson House Dawson Street Dublin 2 D02 RY95 Ireland (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K On February 6, 2025, GH Research PLC (the “Company”) completed an offering of 10,000,000 ordinary shares, pursuant to an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters. In addition, the Company granted the underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 1,500,000 additional ordinary shares. The Underwriting Agreement includes the terms and conditions for the offering and sale of the ordinary shares, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Report on Form 6-K as Exhibit 1.1. The offer and sale of the ordinary shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333-270418) (the “Registration 3, 2025 and a final prospectus supplement dated February 4, 2025, together with an accompanying prospectus dated March 17, 2023, relating to the offer and sale of the ordinary shares. Opinion of counsel regarding the validity of the ordinary shares is attached to this Report on Form 6-K as Exhibit 5.1 and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to this Report on Form 6-K as Exhibit 23.1. The proceeds from the offer and sale of the ordinary shares are estimated to be approximately $139.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offer and sale of the ordinary shares to strategically invest in research, clinical and technical development of current and/or additional product candidates, working capital, capital expenditures and general corporate purposes. 1 INCORPORATION BY REFERENCE This Report on Form 6-K, including Exhibits 1.1, 5.1 and 23.1, shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration No. 333-270422) and the registration statement on Form F-3 (Registration No 333-270418) of the Company and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 2 EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated February 4, 2025, between GH Research PLC and Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters 5.1 Opinion of A&L Goodbody LLP, Irish counsel of GH Research PLC 23.1 Consent of A&L Goodbody LLP (included in exhibit 5.1) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GH Research PLC Date: February 6, 2025 By: /s/ Julie Ryan Name: Julie Ryan Title: Vice President, Finance 4

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View this 6-K filing on SEC EDGAR