Vanda Pharmaceuticals Inc this week announced the sale of 5,000,000 shares of its common stock in an underwritten public offering at a price to the public of $11.60 per share. The net offering proceeds to Vanda from the sale of the shares are expected to be approximately $54.0 million, after deducting underwriting discounts and commissions and other estimated offering expenses, but excluding any exercise of the underwriters’ option to purchase additional shares of common stock.

Vanda anticipates using the net proceeds from this offering for sales and marketing expenditures in connection with the commercialization of Hetlioz in the United States for the treatment of Non-24-Hour Sleep-Wake Disorder, research and development activities, and other general corporate purposes. The offering is expected to close on or about November 3, 2014, subject to customary closing conditions. In addition, Vanda has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock on the same terms and conditions.

Jefferies LLC and Piper Jaffray & Co are acting as the joint book-running managers and JMP Securities LLC and Canaccord Genuity Inc are acting as co-managers for the offering.

The shares described above will be issued pursuant to a prospectus supplement filed as part of a shelf registration statement on Form S-3 previously filed with and declared effective by the Securities and Exchange Commission (SEC). The offering may be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by sending a request to: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Ave, 2nd Floor, New York, NY 10022, by telephone at (877) 547-6340 or by e-mail at [email protected]; or Piper Jaffray & Co, by mail at 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924, or by e-mail at [email protected]. Vanda intends to file a final prospectus supplement relating to the offering with the SEC, which will be available along with the accompanying prospectus filed with the SEC in connection with the shelf registration, on the SEC’s website [].