GH Research PLC美股招股说明书(2025-02-05版)

10,000,000 Ordinary Shares GH Research PLC We are offering 10,000,000 ordinary shares, nominal value $0.025 per share. The public offering price is$15.00 per share. Our ordinary shares are listed on the Nasdaq Global Market, or Nasdaq, under the symbol “GHRS”. OnFebruary 4, 2025, the last reported sale price of our ordinary shares on Nasdaq was $16.32 per share. Investing in our ordinary shares involves risks. See the section titled “Risk Factors” on page S-8 of thisprospectus supplement and in the documents we incorporate by reference herein. PerShareTotalPublic offering price$15.00$150,000,000Underwriting discounts and commissions(1)$0.90$9,000,000Proceeds, before expenses, to us$14.10$141,000,000 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters a 30-day option to purchase up to 1,500,000 additional ordinary shares fromus at the public offering price, less underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state or other securities commission, has approved ordisapproved of our securities or passed upon the adequacy or accuracy of this prospectus supplement. Anyrepresentation to the contrary is a criminal offense. The ordinary shares are expected to be delivered to purchasers on or about February 6, 2025. Joint Book-Running Managers RBC Capital Markets Cantor Co-Lead Managers Citizens JMP Canaccord Genuity TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-3The OfferingS-7Risk FactorsS-8Cautionary Statement Regarding Forward-Looking StatementsS-10CapitalizationS-11DilutionS-12Use of ProceedsS-13TaxationS-14UnderwritingS-21Legal MattersS-30ExpertsS-30Service of Process and Enforcement of LiabilitiesS-30Where You Can Find More InformationS-30Incorporation of Certain Documents by ReferenceS-31 About this Prospectus1Our Company3Risk Factors5Cautionary Statement Regarding Forward-Looking Statements6Use of Proceeds7Description of Share Capital and Constitution8Comparison of Irish Law and Delaware Law18Description of Debt Securities33Description of Warrants33Description of Units33Description of Subscription Rights33Forms of Securities34Plan of Distribution36Expenses38Legal Matters38Experts38Service of Process and Enforcement of Liabilities39Where You Can Find More Information40Information Incorporated by Reference41 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part is the accompanying prospectus, which is part of a registration statement thatwe filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Theaccompanying prospectus provides you with a general description of the securities that may be offered by us, someof which may not apply to this offering. This prospectus supplement and the information incorporated by referencein this prospectus supplement adds to, updates and, where applicable, modifies and supersedes informationcontained or incorporated by reference in the accompanying prospectus. Before buying any of the ordinary sharesthat we are offering, you should carefully read both this prospectus supplement and the accompanying prospectus, aswell as the additional information described under the headings “Where You Can Find More Information” and“Incorporation of Certain Documents by Reference.” These documents contain important information that youshould consider when making your investment decision. We have filed or incorporated by reference exhibits to theregistration statement of which this prospectus supplement forms a part. You should read the exhibits carefully forprovisions that may be important to you. To the extent there is a conflict between the information contained in this prospectus supplement, on the onehand, and the information contained in the accompanying prospectus or in any document incorporated by referencein this prospectus supplement, on the other hand, you should look to the information in this prospectus supplement,provided that if any statement in one of these documents is inconsistent with a statement in another documenthaving a later date—for example, a document incorporated by reference in this prospectus supplement—thestatement in the document having the later date modifies or supersedes the earlier statement. Neither the delivery of this prospectus supplement nor any offering made under it implies that there has beenno change in our affairs or that the information in this prospectus supplement, the accompanying prospectus, anyfree writing prospectus prepared by us or any documents incorporated by reference is correct as of any date aftertheir respective dates. You should not assume that the information in this prospectus supplement, the accompanyingprospectus, any free writing prosp