Idorsia launches an offering of registered shares – to fund the company to overall profitability
Ad hoc announcement pursuant to Art. 53 LR
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES, ITALY, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAWS.
- Idorsia launches an offering of approximately 15 million newly issued and treasury shares through an accelerated bookbuilding process, to extend operating cash runway into 2028
- The net proceeds of this offering will fund Idorsia’s disciplined, phased investment in accelerating QUVIVIQ’s commercial trajectory toward commercial profitability in 2026 and advancing a de-risked, science-driven pipeline
Allschwil, Switzerland – October 9, 2025
Idorsia Ltd (SIX: IDIA, “Idorsia”) announces that it intends to pursue an offering of approximately 15 million registered shares to investors through an accelerated bookbuilding process (the “Offering”).
Srishti Gupta, MD, Chief Executive Officer of Idorsia:
“This offering marks a critical next step in unlocking Idorsia’s full potential and stabilizing our financial position. With this raise, we are well-positioned to accelerate our commercial trajectory for QUVIVIQ, and to advance our de-risked, science-driven pipeline. Balancing our strategic ambition to lead where we can and partner where we should, this offering will help extend our operating cash runway into 2028.”
The net proceeds from the Offering will contribute to:
- Accelerating QUVIVIQ’s commercial trajectory
- Advancing a de-risked, science-driven pipeline through disciplined, prudent investments
- Strengthening Idorsia’s balance sheet
- General corporate purposes
Idorsia reiterates its financial guidance for 2025. The company is also currently working on approaches to refinance the New Money Facility which is due in mid-2027.
Terms of the Offering
The Offering will consist of approximately 15 million shares with a par value of CHF 0.05 each (the “Offer Shares”). The offer price and the final number of Offer Shares in the Offering will be determined through a bookbuilding process (the “Bookbuilding”) conducted as part of the Offering. The Offer Shares will be sourced from Idorsia 's existing capital band and issued without subscription rights to existing shareholders as well as from treasury shares.
The offer price as well as the number of Offer Shares to be sold will be announced upon completion of the bookbuilding process which is expected prior to market opening on October 10, 2025. The newly issued shares are expected to be listed and admitted to trading on SIX Swiss Exchange on October 13, 2025 and will rank pari passu with the existing shares. Payment and settlement is expected to take place on October 14, 2025.
Idorsia’s founding shareholders, Jean-Paul and Martine Clozel, have agreed to participate in the Offering with a commitment to purchase Offer Shares at the offer price for an aggregate amount of up to CHF 10 million and would undertake a lockup of 180 calendar days following the listing of the newly issued shares, subject to certain customary exceptions. In connection with the Offering, Idorsia agrees to a 180-day lock-up period, inclusive of the equity line set up in September 2025 and due to expire at the end of March 2026.
Notes to the editor
About Idorsia
The purpose of Idorsia is to challenge accepted medical paradigms, answering the questions that matter most. To achieve this, we will discover, develop, and commercialize transformative medicines – either with in-house capabilities or together with partners – and evolve Idorsia into a leading biopharmaceutical company, with a strong scientific core.
Headquartered near Basel, Switzerland – a European biotech hub – Idorsia has a highly experienced team of dedicated professionals, covering all disciplines from bench to bedside; QUVIVIQ™ (daridorexant), a different kind of insomnia treatment with the potential to revolutionize this mounting public health concern; strong partners to maximize the value of our portfolio; a promising in-house development pipeline; and a specialized drug discovery engine focused on small-molecule drugs that can change the treatment paradigm for many patients.
Idorsia is listed on the SIX Swiss Exchange (ticker symbol: IDIA).
For further information, please contact:
George Thampy
Senior Vice President, Head of Investor Relations
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 58 844 10 10
investor.relations@idorsia.com – media.relations@idorsia.com – www.idorsia.com
This press release is for information purposes only and is not intended to constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan, or any other jurisdiction. The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933 ( "Securities Act ") and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of any of Idorsia’s securities in the United States of America or in any other jurisdiction.
The offers referred to herein, when made in member states of the European Economic Area ( "EEA "), are only addressed to and directed to “qualified investors” within the meaning of Article 2(e) the Prospectus Regulation ( "Qualified Investors "). For these purposes, the expression "Prospectus Regulation " means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at "qualified investors " within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ( "Investment professionals ") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order ") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ( "High net worth companies, unincorporated associations etc. ") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons "). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The offering of the securities in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FinSA”) because such offering is made to professional clients within the meaning of the FinSA only. This press release does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act and not a prospectus under any other applicable laws, and no such prospectus has been or will be prepared for or in connection with the offering of the securities.
Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process by each underwriter established in the EEA, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EEA Target Market Assessment”). Solely for the purposes of the product governance requirements contained within 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract which any “manufacturer” (for the purposes of the UK MIFIR Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process by each underwriter established in the United Kingdom, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook ( "COBS "); and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFIR Product Governance Requirements (the “UK Target Market Assessment” and, together with the EEA Target Market Assessment, the "Target Market Assessments "). Notwithstanding the Target Market Assessments, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessments, the Managers established in the EEA and the United Kingdom will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessments do not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II and/or the UK MiFIR Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
The underwriters are acting exclusively for Idorsia and no-one else in connection with the offerings. They will not regard any other person as their respective clients in relation to the offerings and will not be responsible to anyone other than Idorsia for providing the protections afforded to their respective clients, nor for providing advice in relation to the offerings, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This press release may contain certain forward-looking statements relating to Idorsia and its business, which can be identified by the use of forward-looking terminology such as "estimates ", "believes ", "expects ", "may ", "are expected to ", "will ", "will continue ", "should ", "would be ", "seeks ", "pending " or "anticipates " or similar expressions, or by discussions of strategy, plans or intentions. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Idorsia to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Idorsia disclaims any obligation to update any such forward-looking statements.
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