Item 7.01. Regulation FD Disclosure.
Subsequent to June 30, 2016, Aerie Pharmaceuticals, Inc. (the Company) issued and sold a total of 4,067,733 shares of common stock under
separate at-the-market sales agreements with RBC Capital Markets, LLC and Cantor Fitzgerald & Co. and received net proceeds of approximately $94.3 million, after deducting fees and other offering expenses. In addition, the Company issued and
sold 2,542,373 shares of common stock pursuant to the underwriting agreement, dated September 15, 2016, between the Company and Cantor Fitzgerald & Co., and received net proceeds of approximately $71.3 million, after deducting underwriting
discounts and commissions and other offering expenses.
After giving effect to the foregoing issuances of shares and the net proceeds therefrom, the
Company expects total shares outstanding and cash and cash equivalents as of September 30, 2016 to be approximately 33 million shares and $250 million, respectively.
Based upon current business plans, the Company has updated full-year 2016 cash burn guidance to approximately $85 million, an increase from the previous
guidance of $75 million. The updated guidance reflects new initiatives such as start-up efforts for clinical trials in Japan and commencement of construction of a manufacturing plant in Ireland. With this updated full-year 2016 cash burn guidance,
the Company expects cash and cash equivalents to total approximately $230 million as of December 31, 2016.
From time to time after
September 21, 2016, representatives of the Company may present to various investors the information described in the slides attached to this report as Exhibit 99.1 hereto, which is hereby incorporated by reference into this Item 7.01.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this
Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing
of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an
investment decision with respect to any security of the Company.
Forward-Looking Statements
This report contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company
may, in some cases, use terms such as predicts, believes, potential, proposed, continue, estimates, anticipates, expects, plans,
intends, may, could, might, will, should, exploring, pursuing or other words that convey uncertainty of future events or outcomes to identify these
forward-looking statements. Forward-looking statements include statements regarding the Companys intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the success, timing and cost of its
ongoing and anticipated preclinical studies and clinical trials for its current product candidates, including statements regarding the timing of initiation and completion of the studies and trials; its expectations regarding the clinical
effectiveness of its product candidates and results of its clinical trials; the timing of and its ability to request, obtain and maintain U.S. Food and Drug Administration or other regulatory authority approval of, or other action with respect to,
its product candidates; its expectations regarding the commercialization of its product candidates; its expectations related to the share issuances discussed in this report, including the expected use of proceeds therefrom and its expected total
shares outstanding and cash and cash equivalents after giving effect to these share issuances; its updated full-year 2016 cash burn guidance, the new initiatives reflected herein and expected cash and cash equivalents as of December 31, 2016;
the potential advantages of its product candidates; and its plans to pursue development of its product candidates for additional indications and other therapeutic opportunities. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events, competitive dynamics and industry change, and depend on regulatory approvals and economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than
anticipated. The Company discusses many of these risks in greater detail under the heading Risk Factors in the quarterly and annual reports that it files with the Securities and Exchange Commission. Forward-looking statements are not
guarantees of future performance and the Companys actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from the forward-looking statements contained in
this report. Any forward-looking statements that the Company makes in this report speak only as of the date of this report. The Company assumes no obligation to update its forward-looking statements whether as a result of new information, future
events or otherwise, after the date of this report.