As filed with the Securities
and Exchange Commission on August 10, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIMERIX,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
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33-0903395
(I.R.S. Employer Identification Number)
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2505 Meridian Parkway, Suite 100
Durham, NC 27713
(919) 806-1074
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Michael A. Sherman
President and Chief Executive Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(919) 806-1074
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Jason L. Kent, Esq.
Alexander M. Davis, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
From time to time after
the effective date of this Registration Statement
(Approximate date of commencement
of proposed sale to the public)
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer ¨
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Accelerated
filer x
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Non-accelerated filer
¨
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Smaller
reporting company x
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Emerging growth
company ¨
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF
REGISTRATION FEE
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Title of each class of securities to be
registered
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Amount to be
Registered
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Proposed Maximum
Offering Price per
Unit
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee (1)
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Common Stock, par value $0.001 per share
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(2)
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(3)
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(3
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)
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--
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Preferred Stock, par value $0.001 per share
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(2)
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(3)
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(3
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)
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--
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Debt Securities
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(2)
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(3)
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(3
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)
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--
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Warrants
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(2)
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(3)
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(3
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--
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Total
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(2)
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$
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250,000,000
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$
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32,450
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(1)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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(2)
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There are being registered hereunder such indeterminate number of shares of common stock and preferred
stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock,
preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $250,000,000. If any debt securities
are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as
shall result in an aggregate initial offering price not to exceed $250,000,000, less the aggregate dollar amount of all securities
previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount
of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion
or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant
to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common
stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits,
stock dividends or similar transactions.
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(3)
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The proposed maximum aggregate offering price per class of security will be determined from time
to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified
as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
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The registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement contains:
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a base prospectus which covers the offering, issuance and sale by the registrant of up to a maximum
aggregate offering price of $250,000,000 of the registrant’s common stock and preferred stock, various series of debt securities
and warrants to purchase any of such securities; and
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a sales agreement prospectus covering the offering, issuance and sale by the registrant of up to
a maximum aggregate offering price of $75,000,000 of the registrant’s common stock that may be issued and sold from time
to time under a sales agreement with Jefferies LLC.
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The base prospectus
immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will
be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus.
The $75,000,000 of common stock that may be offered, issued and sold by the registrant under the sales agreement prospectus is
included in the $250,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. Upon
termination of the sales agreement with Jefferies LLC, any portion of the $75,000,000 included in the sales agreement prospectus
that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus
and a corresponding prospectus supplement, and if no shares are sold under the sales agreement, the full $75,000,000 of securities
not sold may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.
The information in this prospectus
is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities,
and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED August 10, 2020
PROSPECTUS
$250,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
From time to time,
we may offer up to $250,000,000 of any combination of the securities described in this prospectus in one or more offerings. We
may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered
hereunder, including any applicable antidilution provisions.
This prospectus provides
a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in
connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change
information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any
related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities
being offered.
This prospectus
may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.
Our common stock is
traded on The Nasdaq Global Market under the symbol “CMRX.” On August 7, 2020, the last reported sales price of our
common stock was $3.41 per share. The applicable prospectus supplement will contain information, where applicable, as to any
other listing on The Nasdaq Global Market or any securities market or other exchange of the securities, if any, covered by the
applicable prospectus supplement.
We will sell these
securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous
or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus
is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or option to purchase
additional securities will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds
we expect to receive from such sale will also be set forth in a prospectus supplement.
Investing in
our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under
similar headings in the other documents that are incorporated by reference into this prospectus.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus
is , 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus
in one or more offerings up to a total aggregate offering price of $250,000,000. This prospectus provides you with a general description
of the securities we may offer.
Each time we sell securities
under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you
may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference
into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus,
together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information
By Reference,” before investing in any of the securities offered.
THIS PROSPECTUS
MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither
we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other
than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free
writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement
to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement
to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus,
any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
SUMMARY
This summary highlights
selected information from this prospectus and does not contain all of the information that you need to consider in making your
investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free
writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference
into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus
is a part.
Unless otherwise mentioned
or unless the context indicates otherwise, as used in this prospectus, the terms “Chimerix,” “the Company,”
“we,” “us” and “our” refer to Chimerix, Inc., a Delaware corporation. We have obtained a registered
trademark for Chimerix® in the United States. All other trademarks or trade names referred to in this prospectus are the property
of their respective owners.
Company Overview
Chimerix, Inc. is
a development-stage biopharmaceutical company dedicated to accelerating the advancement of innovative medicines that make a meaningful
impact in the lives of patients living with cancer and other serious diseases. We have two clinical-stage product candidates,
dociparstat sodium, or DSTAT, and brincidofovir, or BCV. Dociparstat sodium is a potential first-in-class glycosaminoglycan compound
derived from porcine heparin with known anti-inflammatory properties, but with substantially reduced risk of bleeding complications
compared to commercially available forms of heparin. DSTAT is currently in development as a first-line therapy in acute myeloid
leukemia, or AML. DSTAT may enhance eradication of leukemic blasts and quiescent leukemic stem cells, or LSCs, by making them more
sensitive to chemotherapy. Specifically, DSTAT inhibits binding and/or interactions of proteins including CXCL12, P-selectins,
HMGB1, and platelet factor 4. DSTAT may sensitize malignant blasts to chemotherapy by inhibiting AML survival pathways and reversing
LSC quiescence leading to the observed increases in relapse-free survival, or RFS, and overall survival, or OS, in a Phase 2 study
with DSTAT versus placebo. Randomized Phase 2 data suggests that DSTAT may also accelerate platelet recovery post chemotherapy
via inhibition of platelet factor 4, a negative regulator of platelet production that impairs platelet recovery following chemotherapy. DSTAT
is also being developed for acute lung injury, or ALI, in COVID-19 patients. DSTAT has demonstrated potential in preclinical studies
to address key inflammatory and coagulation disorders observed in patients with severe COVID-19. DSTAT has the potential to inhibit
the hyperactive immune response and resulting inflammation, as well as address the underlying causes of coagulation disorders seen
in COVID-19, but with substantially reduced risk of bleeding complications compared to commercially available forms of heparin.
BCV is a lipid conjugate DNA polymerase inhibitor in development as a medical countermeasure for smallpox. We expect to continue
our evaluation of external innovation in order to license, acquire or otherwise gain access to molecules that further broaden our
pipeline of investigational agents in cancer or other serious diseases.
Corporate Information
We were incorporated
in Delaware in April 2000. Our principal executive offices are located at 2505 Meridian Parkway, Suite 100, Durham, North Carolina
27713, and our telephone number is (919) 806-1074. Our corporate website address is www.chimerix.com. We do not incorporate by
reference into this prospectus the information on, or accessible through, our website, and you should not consider it as part of
this prospectus.
As of August 7,
2020, 62,200,234 shares of common stock were outstanding and no shares of preferred stock were outstanding.
The
Securities We May Offer
We may offer shares
of our common stock and preferred stock, various series of debt securities and warrants to purchase any of such securities, up
to a total aggregate offering price of $250,000,000 from time to time in one or more offerings under this prospectus, together
with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market
conditions at the time of the relevant offering. This prospectus provides you with a general description of the securities we may
offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will
describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity, if applicable;
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original issue discount, if any;
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rates and times of payment of interest or dividends, if any;
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redemption, conversion, exchange or sinking fund terms, if any;
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes
to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion
or exchange;
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ranking, if applicable;
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restrictive covenants, if any;
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voting or other rights, if any; and
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important U.S. federal income tax considerations.
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The prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information
contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing
prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the
registration statement of which this prospectus is a part.
This prospectus
may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
We may sell the securities
directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept
or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will
include in the applicable prospectus supplement:
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the names of those underwriters or agents;
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applicable fees, discounts and commissions to be paid to them;
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details regarding options to purchase additional securities, if any; and
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the estimated net proceeds to us.
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Common Stock.
We may issue shares of our common stock from time to time. The holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Subject to preferences
that may be applicable to any outstanding shares of preferred stock, the holders of our common stock are entitled to receive ratably
such dividends as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or
winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and
the liquidation preferences of any then outstanding shares of preferred stock. Our common stock does not carry any preemptive rights
enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into
shares of any class of our common stock, or any redemption rights.
Preferred Stock.
We may issue shares of our preferred stock from time to time, in one or more series. Under our amended and restated certificate
of incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder
action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to
designate up to 10,000,000 shares of preferred stock in one or more series and to determine the designations, voting powers, preferences
and rights of each series of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation of any series, any or all of which may be greater than
the rights of the common stock. Any convertible preferred stock we may issue will be convertible into our common stock or our other
securities. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates.
If we sell any series
of preferred stock under this prospectus, we will fix the designations, voting powers, preferences and rights of such series of
preferred stock, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating
to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the
series of preferred stock that we are offering before the issuance of the related series of preferred stock. We urge you to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the
series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable
series of preferred stock.
Debt Securities.
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated
debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument
governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into our common stock or
preferred stock. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates.
The debt securities
will be issued under one or more documents called indentures, which are contracts between us and a national banking association
or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We
urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided
to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the
debt securities. A form of indenture has been filed as an exhibit to the registration statement of which this prospectus is a part,
and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed
as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports
that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue
warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached
to or separate from these securities. In this prospectus, we have summarized certain general features of the warrants. We urge
you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided
to you) related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms
of the warrants being offered have been filed as exhibits to the registration statement of which this prospectus is a part, and
supplemental warrant agreements and forms of warrant certificates will be filed as exhibits to the registration statement of which
this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
We will evidence each
series of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that
we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus
supplement relating to the particular series of warrants being offered.
RISK FACTORS
Investing in our securities
involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk
Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings
in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, as updated by our annual, quarterly and other reports and documents that are incorporated
by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration
statement of which this prospectus is a part. Each of the risk factors could adversely affect our business, operating results and
financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these
risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe
are immaterial may also significantly impair our business operations. Please also read carefully the section below titled “Special
Note Regarding Forward-Looking Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, each
prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain forward-looking
statements within the meaning of Section 27A of the Securities Act, of 1933, as amended, or the Securities Act, and Section 21E
of the Exchange Act, as amended, or the Exchange Act, that involve a number of risks and uncertainties. Although our forward-looking
statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently
known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual results
and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements
can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,”
“may,” “will,” “plan,” “intends,” “estimates,” “could,”
“should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,”
or other similar words (including their use in the negative), or by discussions of future matters such as the development of new
products, technology enhancements, possible collaborations, possible changes in legislation and other statements that are not historical.
These statements include but are not limited to statements under the captions “Business,” “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections
included in any applicable prospectus supplement or incorporated by reference from our Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, as applicable, as well as our other filings with the SEC. You should be aware that the occurrence of
any of the events discussed under the heading “Risk Factors” in the applicable prospectus supplement and any documents
incorporated by reference herein or therein could substantially harm our business, operating results and financial condition and
that if any of these events occurs, it could adversely affect the value of an investment in our securities.
The cautionary statements
made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this
prospectus or in any prospectus supplement or any documents incorporated by reference herein or therein. We urge you not to place
undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we
assume no obligation to update our forward-looking statements, even if new information becomes available in the future.
USE OF PROCEEDS
We will retain broad
discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise indicated in any prospectus
supplement or any related free writing prospectus that we may authorize to be provided to you, we currently intend to use the net
proceeds from the sale of the securities under this prospectus for general corporate purposes, which may include clinical trial
and other research and development expenses, capital expenditures, working capital and general and administrative expenses, and
potential acquisitions of or investments in businesses, products and technologies that complement our business, although we have
no present commitments or agreements to make any such acquisitions or investments. We will set forth in the applicable prospectus
supplement or free writing prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant
to the prospectus supplement or free writing prospectus. Pending these uses, we intend to invest the net proceeds in short- and
intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed
obligations of the U.S. government.
DESCRIPTION OF CAPITAL STOCK
As of the date of
this prospectus, our amended and restated certificate of incorporation authorizes us to issue 200,000,000 shares of common stock,
par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
The following summary
description of our capital stock is based on the provisions of our amended and restated certificate of incorporation, as well as
our amended and restated bylaws and the applicable provisions of the Delaware General Corporation Law. This information is qualified
entirely by reference to the applicable provisions of our amended and restated certificate of incorporation, amended and restated
bylaws and the Delaware General Corporation Law. For information on how to obtain copies of our amended and restated certificate
of incorporation and amended and restated bylaws, which are exhibits to the registration statement of which this prospectus is
a part, see “Where You Can Find Additional Information.”
Common Stock
Our common stock is
entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election
of directors, and does not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding
preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by
our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our
common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of
any outstanding shares of preferred stock.
Holders of our common
stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable
to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
All of our outstanding
shares of common stock are, and the shares of common stock to be issued in this offering, if any, will be, fully paid and nonassessable.
Preferred Stock
Pursuant to our amended
and restated certificate of incorporation, our board of directors has the authority, without further action by the stockholders
(unless such stockholder action is required by applicable law or stock exchange listing rules), to designate and issue up to 10,000,000
shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such
series, to fix the designations, powers, preferences, privileges and relative participating, optional or special rights and the
qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption
and liquidation preferences, any or all of which may be greater than the rights of the common stock, and to increase or decrease
the number of shares of any such series, but not below the number of shares of such series then outstanding.
The board of directors,
without stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the
voting power and other rights of the holders of common stock. Preferred stock could be issued quickly with terms designed to delay
or prevent a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred
stock may have the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders
of common stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.
Our board of directors will fix the designations, voting powers, preferences and rights of the preferred stock of each series,
as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this
prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an
exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we
file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are
offering. This description will include:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the purchase price per share;
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the dividend rate per share, dividend period, payment
date or dates and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative
and, if cumulative, the date from which dividends will accumulate;
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our right, if any, to defer payment of dividends and
the maximum length of any such deferral period;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable,
and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities
exchange or market;
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whether the preferred stock will be convertible into
our common stock or other securities of ours, including warrants, and, if applicable, the conversion price, or how it will be
calculated, and under what circumstances and the mechanism by which it may be adjusted, and the conversion period;
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whether the preferred stock will be exchangeable into
debt securities or other securities of ours, and, if applicable, the exchange price, or how it will be calculated, and under what
circumstances it may be adjusted, and the exchange period;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if
any;
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whether interests in the preferred stock will be represented
by depositary shares;
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a discussion of any material or special U.S. federal
income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on issuances of any class or series of
preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, rights, preferences, privileges,
qualifications or limitations of, or restrictions on the preferred stock.
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The General Corporation
Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have the right
to vote separately as a class (or, in some cases, as a series) on an amendment to our amended and restated certificate of incorporation
if the amendment would change the par value or, unless the amended and restated certificate of incorporation provided otherwise,
the number of authorized shares of the class or change the powers, preferences or special rights of the class or series so as to
adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for
in the applicable certificate of designation.
Anti-takeover Effects of Provisions of
Delaware Law and Charter Documents
Delaware Anti-Takeover Law
We are subject to Section
203 of the Delaware General Corporation Law, or Section 203. Section 203 generally prohibits a public Delaware corporation from
engaging in a “business combination” with an “interested stockholder” for a period of three years after
the date of the transaction in which the person became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulting in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Section
203 defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In general,
Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws
Provisions of our amended
and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual
or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive
a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore,
these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate
of incorporation and amended and restated bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change in our control);
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provide that the authorized number of directors may be changed only by resolution adopted by a majority of the board of directors;
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provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our then outstanding common stock;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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divide our board of directors into three classes;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
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provide that special meetings of our stockholders may be called only by the chairman of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies); and
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provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (these choice of forum provisions do not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction).
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The amendment of any
of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate
any rights, preferences and privileges thereto, would require the affirmative vote of the holders of at least 66 2/3% of the
voting power of all of our then outstanding common stock.
Transfer Agent and Registrar
The transfer agent
and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is P.O.
Box 43078, Providence, Rhode Island 02940. The transfer agent for any series of preferred stock that we may offer under this prospectus
will be named and described in the prospectus supplement for that series.
Listing on The Nasdaq Global Market
Our common stock is listed
on The Nasdaq Global Market under the symbol CMRX.
DESCRIPTION OF DEBT SECURITIES
We may issue debt
securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus,
we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms
of a particular series of debt securities.
We will issue the
debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified
under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit
to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary
of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus
supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as
well as the complete indenture that contains the terms of the debt securities.
General
The indenture does
not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount
that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain
any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations,
financial condition or transactions involving us.
We may issue the debt
securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their
stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued
with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities
issued with OID will be described in more detail in any applicable prospectus supplement.
We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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the applicability of any guarantees;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or
any combination thereof, and the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such
debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such
debt securities that is convertible into another security or the method by which any such portion shall be determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment
dates or the method for determining such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price
or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption
provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase,
the series of debt securities and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable
in connection with the marketing of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a
global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged
in whole or in part for other individual securities; and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the
series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion
or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or
the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement
for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities
of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change
in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such
securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with
and without the consent of holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest,
premium, if any, and principal amounts of the debt securities of the series to any holder that is not a “United States person”
for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under
applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth
in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether
conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which
the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would
be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide
otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any
covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an
entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours)
must assume all of our obligations under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide
otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the
same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension
of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default
in the payment of interest for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and
when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment
required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of
the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a
default in the payment of principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for
90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice
of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default
with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet
point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, of such series of debt securities due and payable immediately. If an event of default
specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee
or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect
to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest,
unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event
of default.
Subject to the terms
of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation
to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect
to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture;
and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that
might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt
securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect
to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of
that series have made written request;
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days
after the notice, request and offer.
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These limitations
do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any,
or interest on, the debt securities.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee
may change an indenture without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any
series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;”
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the
occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event
of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications
required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the
holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee;
or
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to comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act.
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In addition, under
the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent
of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected.
However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and
the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any
amendment, supplement, modification or waiver.
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Discharge
Each indenture provides
that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified
obligations, including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise
our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal
of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the
debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt
securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf
of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement
with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description
of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.
At the option of the
holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms
of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders
of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that
the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but
we may require payment of any taxes or other governmental charges.
We will name in the
applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem
the debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that
may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange of any debt securities so selected for redemption, in whole
or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other
than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as
are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same
degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise
indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment
date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We will pay principal
of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by
us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular
series.
All money we pay to
a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and
the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to
the extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The following description,
together with the additional information we may include in the applicable prospectus supplements and free writing prospectuses,
summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants
to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be issued independently
or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to
or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer
under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the
applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that
are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its
effectiveness.
We have filed forms
of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered as exhibits to the
registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if
any, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering. The
following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety
by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants
that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
General
We will describe in
the applicable prospectus supplement the terms relating to a series of warrants being offered, including:
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the title of such securities;
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the offering price or prices and aggregate number of warrants offered;
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the currency or currencies for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and
the number of warrants issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately
transferable;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one
time;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased
upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common
stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency
in which, these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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the terms of any rights to force the exercise of the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of any material or special U.S. federal income tax consequences of holding or exercising
the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising
their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable
indenture; or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will
entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that
we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Unless we otherwise
specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate
representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent
in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the
warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required
to deliver to the warrant agent in connection with the exercise of the warrant.
Upon receipt of the
required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue
a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders
of the warrants may surrender securities as all or part of the exercise price for warrants.
Governing Law
Unless we provide
otherwise in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising
under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State
of New York.
Enforceability of Rights by Holders
of Warrants
Each warrant agent
will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants.
A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal
action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below.
We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee
or depositary maintain for this purpose as the “holders” of those securities. These
persons are the legal holders of the securities. We refer to those persons who, indirectly through
others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of
those securities. As we discuss below, indirect holders are not legal holders, and investors in
securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means
securities may be represented by one or more global securities registered in the name of a financial institution that holds them
as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system.
These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities
on behalf of themselves or their customers.
Only the person in
whose name a security is registered is recognized as the holder of that security. Global securities
will be registered in the name of the depositary or its participants. Consequently, for global
securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities
to the depositary. The depositary passes along the payments it receives to its participants, which
in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to
do so under the terms of the securities.
As a result, investors
in a global security will not own securities directly. Instead, they will own beneficial interests
in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry
system or holds an interest through a participant. As long as the securities are issued in global
form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
A global security
may be terminated in certain situations as described under “—Special Situations When A Global Security Will Be Terminated,”
or issue securities that are not issued in global form. In these cases, investors may choose to
hold their securities in their own names or in “street name.” Securities held by an investor in street name would be
registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold
only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held
in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial
institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary
will make all payments on those securities to them. These institutions pass along the payments
they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements
or because they are legally required to do so. Investors who hold securities in street name will
be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as
well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of
the securities. We do not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case whether an investor
chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once
we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that
legal holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders
but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture,
to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for
other purposes. In such an event, we would seek approval only from the legal holders, and not
the indirect holders, of the securities. Whether and how the legal holders contact the indirect
holders is up to the legal holders.
Special Considerations for Indirect
Holders
If you hold securities
through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one
or more global securities or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can
be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will
affect these matters.
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Global Securities
A global security
is a security that represents one or any other number of individual securities held by a depositary.
Generally, all securities represented by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose
is called the depositary. Unless we specify otherwise in the applicable prospectus supplement,
DTC will be the depositary for all securities issued in book-entry form.
A global security
may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “—Special
Situations When A Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee,
will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted
to own only beneficial interests in a global security. Beneficial interests must be held by means
of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another
institution that does. Thus, an investor whose security is represented by a global security will
not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus
supplement for a particular security indicates that the security will be issued as a global security, then the security will be
represented by a global security at all times unless and until the global security is terminated. If
termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no
longer be held through any book-entry clearing system.
Special Considerations For Global
Securities
As an indirect holder,
an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We
do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are
issued only as global securities, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as we describe above;
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an investor may not be able to sell interests in the securities to some insurance companies and
to other institutions that are required by law to own their securities in non-book-entry form;
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an investor may not be able to pledge his or her interest in the global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for
the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in the global security;
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions
or for its records of ownership interests in the global security, nor will we or any applicable trustee supervise the depositary
in any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to
do so as well; and
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financial institutions that participate in the depositary’s book-entry system, and through
which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other
matters relating to the securities.
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There may be more
than one financial intermediary in the chain of ownership for an investor. We do not monitor and
are not responsible for the actions of any of those intermediaries.
Special Situations When A Global Security
Will Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in
street name will be up to the investor. Investors must consult their own banks or brokers to find
out how to have their interests in securities transferred to their own names, so that they will be direct holders.
We have described the rights of holders and street name investors above.
A global security
will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as
depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived.
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The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the applicable prospectus supplement. When a global security terminates,
the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the institutions that will
be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities
covered hereby from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions,
block trades or a combination of these methods. A distribution of these securities offered by this prospectus may also be effected
through the issuance of derivative securities, including without limitation, warrants and subscriptions. We may sell the securities
to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from
time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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We may also sell equity
securities covered by this registration statement in an “at the market offering” as defined in Rule 415 under the Securities
Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price,
either:
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on or through the facilities of The Nasdaq Global Market or any other securities exchange or quotation
or trading service on which such securities may be listed, quoted or traded at the time of sale; and/or
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to or through a market maker other than on The Nasdaq Global Market or such other securities exchanges
or quotation or trading services.
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Such at-the-market
offerings, if any, may be conducted by underwriters acting as principal or agent.
A prospectus supplement
or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of
the offering of the securities, including, to the extent applicable:
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the name or names of any underwriters, dealers or agents, if any;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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Only underwriters
named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are
used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one
or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered
by the prospectus supplement, other than securities covered by any option to purchase additional securities. Any public offering
price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters
with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of
any such relationship.
We may sell securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities,
and we will describe any commissions and other compensation we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents
or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these
contracts in the prospectus supplement.
We may provide agents
and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we
may offer, other than common stock, will be new issues of securities with no established trading market. Any agents or underwriters
may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for any of the
offered securities, other than our common stock which is listed on the on The Nasdaq Global Market. We have no current plans for
listing of the debt securities, preferred stock, warrants or subscription rights on any securities exchange or quotation system;
any such listing with respect to any particular debt securities, preferred stock, warrants or subscription rights will be described
in the applicable prospectus supplement or other offering materials, as the case may be.
Any underwriter may
engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Rule 103 of
Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any
of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.
Any agents and underwriters
who are qualified market makers on The Nasdaq Global Market may engage in passive market making transactions in the securities
on The Nasdaq Global Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price
limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market
making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market
and, if commenced, may be discontinued at any time.
In compliance with
guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any
FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this
prospectus and any applicable prospectus supplement.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities
offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP.
EXPERTS
Ernst & Young
LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as of
December 31, 2019, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and our management’s assessment of the effectiveness of internal control over financial
reporting as of December 31, 2019 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on
their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
This prospectus is
part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the
registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part
of the registration statement. Neither we nor the underwriters have authorized anyone to provide you with information that is different
from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to
you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that
the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as
well as any other document filed by us with the SEC, at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C.
20549. You can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain
information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that
contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including Chimerix.
The address of the SEC website is www.sec.gov.
We maintain a website
at www.chimerix.com. Information contained in or accessible through our website does not constitute a part of this prospectus.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us
to “incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by
reference in this prospectus is 001-35867. The documents incorporated by reference into this prospectus contain important information
that you should read about us.
The following documents
are incorporated by reference into this document:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and filed with the SEC
on February 25, 2020;
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our
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, which were filed with
the SEC on May
5, 2020 and August 10, 2020, respectively;
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the description of our common stock, which is registered under Section 12 of the Exchange Act,
in our registration statement on Form 8-A, filed with the SEC on April 5, 2013, including any amendments or reports filed for the
purpose of updating such description.
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We also incorporate
by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the
termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will provide to
each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a
copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents
by writing us at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713 or telephoning us at (919) 806-1074.
Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently
filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.
The information in this preliminary
prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until
the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED AUGUST 10, 2020
PROSPECTUS
$75,000,000
Common Stock
We have entered into an Open Market Sale AgreementSM,
or the sales agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock offered by this prospectus.
In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock, $0.001 par value per share,
from time to time having an aggregate offering price of up to $75.0 million through Jefferies, acting as our sales agent.
Our common stock is traded on The Nasdaq Global
Market under the symbol "CMRX." On August 7, 2020, the last reported sale price of our common stock was $3.41 per
share.
Sales of our shares, if any, under this prospectus
may be made in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended, or the Securities Act. Jefferies is not required to sell any specific number or dollar amount of securities,
but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on
mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar
arrangement.
Jefferies will be entitled to compensation
under the terms of the sales agreement at a fixed commission rate equal to 3.0% of the gross sales price per share sold under the
sales agreement. See "Plan of Distribution" beginning on page S-12 for additional information regarding Jefferies'
compensation. In connection with the sale of common stock on our behalf, Jefferies will be deemed to be an "underwriter"
within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts.
We have also agreed to provide indemnification to Jefferies against certain liabilities, including liabilities under the Securities
Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. See section titled "Plan of Distribution"
on page S-12 of this prospectus.
Investing in our securities involves a
high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus and under similar headings
in the other documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus are truthful
or complete. Any representation to the contrary is a criminal offense.
Jefferies
,
2020
TABLE OF CONTENTS
Prospectus
Page
ABOUT THIS PROSPECTUS
This prospectus relates
to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read
this prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find
More Information” and “Incorporation of Certain Information by Reference” in this prospectus, and any free writing
prospectus or prospectus supplement that we have authorized for use in connection with this offering. These documents contain important
information that you should consider when making your investment decision.
This prospectus describes
the terms of this offering of common stock and also adds to and updates information contained in the documents incorporated by
reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the
one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the
Securities and Exchange Commission, or SEC, before the date of this prospectus, on the other hand, you should rely on the information
in this prospectus. If any statement in one of these documents is inconsistent with a statement in another document having a later
date — for example, a document incorporated by reference into this prospectus — the statement in the document having
the later date modifies or supersedes the earlier statement.
Neither we nor Jefferies
have authorized anyone to provide you with information that is different from that contained in this prospectus or in any free
writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. We are not, and the sales agent is not, making
an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus, the documents incorporated by reference in this prospectus, and in any free writing prospectus or
prospectus supplement that we have authorized for use in connection with this offering, is accurate only as of the date of those
respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should read this prospectus, the documents incorporated by reference in this prospectus, and any free writing prospectus or
prospectus supplement that we have authorized for use in connection with this offering, in their entirety before making an investment
decision.
Unless otherwise mentioned
or unless the context indicates otherwise, as used in this prospectus, the terms “Chimerix,” “the Company,”
“we,” “us” and “our” refer to Chimerix, Inc., a Delaware corporation. We have obtained a registered
trademark for Chimerix® in the United States. All other trademarks or trade names referred to in this prospectus are the property
of their respective owners.
PROSPECTUS SUMMARY
This summary
highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference
into this prospectus. This summary is not complete and does not contain all of the information that you should consider before
deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage
you to read and consider carefully this entire prospectus, including the information incorporated by reference into this prospectus,
and the information included in any free writing prospectus or prospectus supplement that we have authorized for use in connection
with this offering, including the information referred to under the heading “Risk Factors” in this prospectus, our
financial statements and the related notes and other documents incorporated by reference into this prospectus.
Chimerix, Inc.
Overview
Chimerix, Inc. is a development-stage biopharmaceutical
company dedicated to accelerating the advancement of innovative medicines that make a meaningful impact in the lives of patients
living with cancer and other serious diseases. We have two clinical-stage product candidates, dociparstat sodium, or
DSTAT, and brincidofovir, or BCV. Dociparstat sodium is a potential first-in-class glycosaminoglycan compound derived from porcine
heparin with known anti-inflammatory properties, but with substantially reduced risk of bleeding complications compared to commercially
available forms of heparin. DSTAT is currently in development as a first-line therapy in acute myeloid leukemia, or AML. DSTAT
may enhance eradication of leukemic blasts and quiescent leukemic stem cells, or LSCs, by making them more sensitive to chemotherapy.
Specifically, DSTAT inhibits binding and/or interactions of proteins including CXCL12, P-selectins, HMGB1, and platelet factor
4. DSTAT may sensitize malignant blasts to chemotherapy by inhibiting AML survival pathways and reversing LSC quiescence leading
to the observed increases in relapse-free survival, or RFS, and overall survival, or OS, in a Phase 2 study with DSTAT versus placebo.
Randomized Phase 2 data suggests that DSTAT may also accelerate platelet recovery post chemotherapy via inhibition of platelet
factor 4, a negative regulator of platelet production that impairs platelet recovery following chemotherapy. DSTAT is also
being developed for acute lung injury, or ALI, in COVID-19 patients. DSTAT has demonstrated potential in preclinical studies to
address key inflammatory and coagulation disorders observed in patients with severe COVID-19. DSTAT has the potential to inhibit
the hyperactive immune response and resulting inflammation, as well as address the underlying causes of coagulation disorders seen
in COVID-19, but with substantially reduced risk of bleeding complications compared to commercially available forms of heparin.
BCV is a lipid conjugate DNA polymerase inhibitor in development as a medical countermeasure for smallpox. We expect to continue
our evaluation of external innovation in order to license, acquire or otherwise gain access to molecules that further broaden our
pipeline of investigational agents in cancer or other serious diseases.
Corporate Information
We were incorporated in Delaware in April
2000. Our principal executive offices are located at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713, and our telephone
number is (919) 806-1074. Our corporate website address is www.chimerix.com. We do not incorporate by reference into this prospectus
the information on, or accessible through, our website, and you should not consider it as part of this prospectus.
As of August 7, 2020, 62,200,234
shares of common stock were outstanding and no shares of preferred stock were outstanding.
THE
OFFERING
Common Stock Offered by Us
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Shares of our common stock having an aggregate offering price of up to $75,000,000.
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Manner of Offering
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“At-the-market” offering that may be made from time to time through our sales agent, Jefferies. See “Plan of Distribution” on page S-12 of this prospectus.
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Use of Proceeds
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We currently intend to use the net proceeds from this offering primarily for general corporate purposes, which may include clinical trial and other research and development expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions or investments. See “Use of Proceeds” on page S-6 of this prospectus.
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Risk Factors
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Investing in our common stock involves significant risks. See “Risk Factors” on page S-3 of this prospectus, and under similar headings in other documents incorporated by reference into this prospectus.
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Nasdaq Global Market Symbol
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CMRX
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RISK FACTORS
Investing in our securities involves a
high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors”
contained in any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, as updated
by our annual, quarterly and other reports and documents that are incorporated by reference into this prospectus, before deciding
whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a
part. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely
affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part
of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly
impair our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking
Statements.”
Additional Risks Related to This Offering
Management will have broad discretion
as to the use of the proceeds from this offering, and may not use the proceeds effectively.
Because we have not designated the amount
of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application
of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering.
Our management may use any net proceeds for corporate purposes that may not improve our financial condition or market value.
You may experience immediate and substantial
dilution.
The offering price per share in this
offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming
that an aggregate of 21,994,135 shares of our common stock are sold at a price of $3.41 per share, the last reported
sale price of our common stock on The Nasdaq Global Market on August 7, 2020, for aggregate gross proceeds of $75.0 million,
and after deducting estimated commissions and offering expenses payable by us, you would experience immediate dilution of
$1.44 per share, representing the difference between our as adjusted net tangible book value per share as of June 30,
2020 after giving effect to this offering and the assumed public offering price. The exercise of outstanding stock options or
vesting of restricted stock units may result in further dilution of your investment. See the section titled
"Dilution" below for a more detailed illustration of the dilution you may incur if you participate in this
offering.
You may experience future dilution as
a result of future equity offerings.
In order to raise additional capital, we
expect to in the future offer additional shares of common stock or other securities convertible into or exchangeable for our shares
of common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price
per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares
or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of common stock or other securities convertible into or exchangeable for our shares of common stock in future transactions
may be higher or lower than the price per share in this offering.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, the
information incorporated by reference in this prospectus and any free writing prospectus or prospectus supplement that we have
authorized for use in connection with this offering contain or may contain forward-looking statements within the meaning of Section 27A
of the Securities Act, and Section 21E of the Exchange Act that involve a number of risks and uncertainties. Although our
forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors
currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual
results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements. Such forward-looking
statements include statements regarding, among other things:
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the initiation, cost, enrollment, timing, progress and results of our research and development
activities, preclinical studies and future clinical trials;
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our ability to obtain and maintain regulatory approval of our current and future product candidates,
and any related restrictions, limitations, and/or warnings in the label of an approved product candidate;
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our ability to obtain funding for our operations;
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our plans to research, develop and commercialize our future product candidates;
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our strategic alliance partners’ election to pursue development and commercialization;
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our ability to attract collaborators with development, regulatory and commercialization expertise;
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our ability to obtain and maintain intellectual property protection for our future product candidates;
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the size and growth potential of the markets for our current and future product candidates, and
our ability to serve those markets;
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our ability to successfully commercialize our current and future product candidates;
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the rate and degree of market acceptance of our current and future product candidates;
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our ability to develop sales and marketing capabilities, whether alone or with potential future
collaborators;
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regulatory developments in the United States and foreign countries;
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the performance of our third-party suppliers and manufacturers;
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the success of competing therapies that are or become available;
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the loss of key scientific or management personnel;
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our use of the proceeds from this offering; and
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the accuracy of our estimates regarding expenses, future revenues, capital requirements and need
for additional financing.
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Forward-looking
statements can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,”
“may,” “will,” “plan,” “intends,” “estimates,” “could,”
“should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,”
or other similar words (including their use in the negative), or by discussions of future matters such as the development of new
products, technology enhancements, possible collaborations, possible changes in legislation and other statements that are not historical.
These statements include but are not limited to statements under the captions “Business,” “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections
included in any applicable prospectus supplement or incorporated by reference from our most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, as applicable, as well as our other filings with the SEC. You should be aware that the
occurrence of any of the events discussed under the heading “Risk Factors” in this prospectus and any documents incorporated
by reference herein could substantially harm our business, operating results and financial condition and that if any of these events
occurs, it could adversely affect the value of an investment in our securities. In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of the statement is made, and while we believe or believed such information forms or formed a reasonable basis
for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently
uncertain and you are cautioned to not unduly rely upon these statements.
The cautionary statements
made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this
prospectus or in any free writing prospectus or prospectus supplement, or any documents incorporated by reference herein or therein.
We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except
as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available
in the future.
USE OF PROCEEDS
We may issue and sell shares of our common
stock having aggregate sales proceeds of up to $75,000,000 from time to time. Because there is no minimum offering amount required
as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not
determinable at this time.
We currently intend
to use any net proceeds from this offering primarily for general corporate
purposes, which may include clinical trial and other research and development expenses, capital expenditures, working capital and
general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that
complement our business, although we have no present commitments or agreements to make any such acquisitions or investments.
DILUTION
Our net tangible book value as of June
30, 2020 was approximately $93.1 million, or $1.50 per share. Net tangible book value per share is determined by dividing our total
tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of June 30, 2020. Dilution
with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of
shares of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.
After giving effect to the assumed sale
of 21,994,135 shares of our common stock in this offering at an assumed public offering price of $3.41 per share, the last
reported sale price of our common stock on The Nasdaq Global Market on August 7, 2020, and after deducting estimated commissions
and offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2020 would have been approximately
$165.6 million, or $1.97 per share. This represents an immediate increase in net tangible book value of $0.47 per
share to existing stockholders and immediate dilution of $1.44 per share to investors purchasing our common stock in this
offering at the assumed public offering price. The following table illustrates this dilution on a per share basis:
Assumed public offering price per share
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3.41
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Net tangible book value per share as of June 30, 2020
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1.50
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Increase in net tangible book value per share attributable to this offering
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$
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0.47
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As adjusted net tangible book value per share as of June 30, 2020, after giving effect to this offering
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$
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1.97
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Dilution per share to investors purchasing our common stock in this offering
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$
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1.44
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The table above assumes for
illustrative purposes that an aggregate of 21,994,135 shares of our common stock are sold during the term of the sales
agreement with Jefferies at a price of $3.41 per share, the last reported sale price of our common stock on The Nasdaq Global
Market on August 7, 2020, for aggregate gross proceeds of approximately $75.0 million. The shares subject to the sales
agreement with Jefferies may be sold from time to time at various prices. An increase of $1.00 per share in the price at
which the shares are sold from the assumed public offering price of $3.41 per share shown in the table above, assuming
all of our common stock in the aggregate amount of $75.0 million during the term of the sales agreement with Jefferies is
sold at that price, would increase our as adjusted net tangible book value per share after the offering to $2.09 per
share and would increase the dilution in net tangible book value per share to new investors in this offering to $2.32
per share, after deducting estimated commissions and offering expenses payable by us. A decrease of $1.00 per share in the
price at which the shares are sold from the assumed public offering price of $3.41 per share shown in the table above,
assuming all of our common stock in the aggregate amount of $75.0 million during the term of the sales agreement with
Jefferies is sold at that price, would decrease our as adjusted net tangible book value per share after the offering to
$1.77 per share and would decrease the dilution in net tangible book value per share to new investors in this offering
to $0.64 per share, after deducting estimated commissions and offering expenses payable by us. This information is
supplied for illustrative purposes only and may differ based on the actual public offering price and the actual number of
shares offered.
The number of shares of our common
stock to be outstanding after this offering is based on 62,172,418 shares of our common stock outstanding as of June 30, 2020
and excludes:
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9,438,761 shares of common stock issuable upon the exercise
of outstanding stock options as of June 30, 2020, at a weighted-average exercise price of $5.33
per share;
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1,546,655 shares of common stock reserved for issuance upon the vesting of restricted stock units
outstanding as of June 30, 2020;
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2,579,092 shares of common stock reserved for future
issuance under our 2013 employee stock purchase plan; and
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2,880,201 shares of common stock reserved for future
issuance under our 2013 equity incentive plan.
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To
the extent that options and restricted stock units outstanding as of June 30, 2020 have been or may be exercised or settle, as
applicable, or other shares issued, investors purchasing our common stock in this offering may experience further dilution. In
addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we
have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale
of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION OF CAPITAL
STOCK
As of the date of this prospectus, our
amended and restated certificate of incorporation authorizes us to issue 200,000,000 shares of common stock, par value $0.001 per
share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
The following summary
description of our capital stock is based on the provisions of our amended and restated certificate of incorporation, as well as
our amended and restated bylaws and the applicable provisions of the Delaware General Corporation Law. This information is qualified
entirely by reference to the applicable provisions of our amended and restated certificate of incorporation, amended and restated
bylaws and the Delaware General Corporation Law.
Common Stock
Our common stock is entitled to one vote
for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and
does not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock,
the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors
out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our common stock will be
entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our
debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding
shares of preferred stock.
Holders of our common stock have no preemptive,
conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights,
preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of our preferred stock that we may designate and issue in the future.
All of our outstanding shares of common
stock are, and the shares of common stock to be issued in this offering, if any, will be, fully paid and nonassessable.
Preferred Stock
Pursuant to our amended and restated certificate
of incorporation our board of directors has the authority, without further action by the stockholders (unless such stockholder
action is required by applicable law or stock exchange listing rules), to designate and issue up to 10,000,000 shares of preferred
stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the
designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations
or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences,
any or all of which may be greater than the rights of the common stock, and to increase or decrease the number of shares of any
such series, but not below the number of shares of such series then outstanding.
The board of directors, without stockholder
approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other
rights of the holders of common stock. Preferred stock could be issued quickly with terms designed to delay or prevent a change
in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of the common stock and may adversely affect the voting power of holders of common stock
and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation. Our board of directors
will fix the designations, voting powers, preferences and rights of the preferred stock of each series, as well as the qualifications,
limitations or restrictions thereof, of the preferred stock in the certificate of designation relating to that series.
The General Corporation Law of the State
of Delaware, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately
as a class (or, in some cases, as a series) on an amendment to our amended and restated certificate of incorporation if the amendment
would change the par value or, unless the amended and restated certificate of incorporation provided otherwise, the number of authorized
shares of the class or change the powers, preferences or special rights of the class or series so as to adversely affect the class
or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate
of designation.
Anti-takeover Effects of Provisions of
Delaware Law and Charter Documents
Delaware Anti-Takeover
Law
We are subject to Section 203 of the Delaware
General Corporation Law, or Section 203. Section 203 generally prohibits a public Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulting in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on or subsequent to the consummation of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203 defines a business
combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In general, Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any
entity or person affiliated with or controlling or controlled by the entity or person.
Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws
Provisions of our amended and restated
certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential
change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium
for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions
could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation
and amended and restated bylaws:
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permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change in our control);
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provide that the authorized number of directors may be changed only by resolution adopted by a majority of the board of directors;
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provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66 2/3% of the voting power of all of our then outstanding common stock;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or subject to the rights of holders of preferred stock as designated from time to time, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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divide our board of directors into three classes;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
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provide that special meetings of our stockholders may be called only by the chairman of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies); and
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provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (these choice of forum provisions do not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction).
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The amendment of any of these provisions,
with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences
and privileges thereto, would require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of
our then outstanding common stock.
Transfer Agent and Registrar
The transfer agent and
registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is P.O. Box
43078, Providence, Rhode Island 02940.
Listing on The Nasdaq Global Market
Our common stock is listed on The Nasdaq
Global Market under the symbol “CMRX.”
Plan
Of Distribution
We have entered into
a sales agreement with Jefferies, under which we may offer and sell up to $75,000,000 of our shares of common stock from time to
time through Jefferies acting as agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying
prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4)
under the Securities Act.
Each time we wish to
issue and sell our shares of common stock under the sales agreement, we will notify Jefferies of the number of shares to be issued,
the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and
any minimum price below which sales may not be made. Once we have so instructed Jefferies, unless Jefferies declines to accept
the terms of such notice, Jefferies has agreed to use its commercially reasonable efforts consistent with its normal trading and
sales practices to sell such shares up to the amount specified on such terms. The obligations of Jefferies under the sales agreement
to sell our shares of common stock are subject to a number of conditions that we must meet.
The settlement of sales
of shares between us and Jefferies is generally anticipated to occur on the second trading day following the date on which the
sale was made. Sales of our shares of common stock as contemplated in this prospectus supplement will be settled through the facilities
of The Depository Trust Company or by such other means as we and Jefferies may agree upon. There is no arrangement for funds to
be received in an escrow, trust or similar arrangement.
We will pay Jefferies
a commission equal to 3% of the aggregate gross proceeds we receive from each sale of our shares of common stock. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse Jefferies for the fees
and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed $50,000, in addition
to certain ongoing disbursements of its legal counsel. We estimate that the total expenses for the offering, excluding any commissions
or expense reimbursement payable to Jefferies under the terms of the sales agreement, will be approximately $325,000. The remaining
sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
Jefferies will provide written confirmation
to us before the open on the Nasdaq Global Market on the day following each day on which our shares of common stock are sold under
the sales agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such
sales and the proceeds to us.
In connection with the
sale of our shares of common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning
of the Securities Act, and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have agreed
to indemnify Jefferies against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to
contribute to payments Jefferies may be required to make in respect of such liabilities.
The offering of our shares
of common stock pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject
to the sales agreement and (ii) the termination of the sales agreement as permitted therein. We and Jefferies may each terminate
the sales agreement at any time upon ten trading days’ prior notice.
This summary of the material
provisions of the sales agreement does not purport to be a complete statement of its terms and conditions. A copy of the sales
agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.
Jefferies and its affiliates
may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us
and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Jefferies
may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Jefferies may at any
time hold long or short positions in such securities.
A prospectus in electronic
format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus electronically.
LEGAL MATTERS
The validity of the common stock offered
by this prospectus will be passed upon by Cooley LLP. Latham & Watkins LLP is counsel for Jefferies LLC in connection with
this offering.
EXPERTS
Ernst & Young LLP,
independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, and the effectiveness of our internal control over financial reporting as of
December 31, 2019, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and our management’s assessment of the effectiveness of internal control over financial
reporting as of December 31, 2019 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on
their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
This prospectus is part of the registration
statement on Form S-3 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits to the registration statement. For further information with respect
to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Neither we nor Jefferies have authorized anyone to provide you with
information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered
or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this
prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock offered by this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy the registration statement, as well as any other document
filed by us with the SEC, at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You can also request
copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation
of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy statements
and other information regarding issuers that file electronically with the SEC, including Chimerix. The address of the SEC website
is www.sec.gov.
We maintain a website at www.chimerix.com.
Information contained in or accessible through our website does not constitute a part of this prospectus.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to
“incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by
reference in this prospectus is 001-35867. The documents incorporated by reference into this prospectus contain important information
that you should read about us.
The following documents
are incorporated by reference into this document:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and filed with the SEC
on February 25, 2020;
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our
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, which were filed with
the SEC on May
5, 2020 and August 10, 2020, respectively;
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the description of our common stock, which is registered under Section 12 of the Exchange Act,
in our registration statement on Form 8-A, filed with the SEC on April 5, 2013, including any amendments or reports filed for the
purpose of updating such description.
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We also incorporate by
reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the
termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will provide to each
person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy
of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including
exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents by
writing us at 2505 Meridian Parkway, Suite 100, Durham, North Carolina 27713 or telephoning us at (919) 806-1074.
Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently
filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.
Up to $75,000,000
Common Stock
PROSPECTUS
Jefferies
,
2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution
The following table
sets forth the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection with
the offering of the securities being registered. All the amounts shown are estimates, except for
the SEC registration fee.
SEC registration fee
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$
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32,450
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Accounting fees and expenses
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(1)
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Legal fees and expenses
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(1)
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Transfer agent fees and expenses
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(1)
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Trustee fees and expenses
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(1)
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Printing and miscellaneous expenses
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(1)
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Total
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$
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(1)
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(1)
These expenses are not presently known and cannot be estimated at this time as they are based upon the amount and type of security
being offered, as well as the number of offerings. The aggregate amount of these expenses will be reflected in the applicable prospectus
supplement.
Item 15. Indemnification of Officers
and Directors
We are incorporated
under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation
may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity
may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may
indemnify any persons who were, are, or are threatened to be made, a party to any threatened, pending or completed action or suit
by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer
or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify
him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.
Our amended and restated
certificate of incorporation and amended and restated bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted under the Delaware General Corporation Law.
Section 102(b)(7)
of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duties as a director, except for liability for any:
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transaction from which the director derives an improper personal benefit;
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payment of dividends or redemption of shares; or
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breach of a director’s duty of loyalty to the corporation or its stockholders.
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Our amended and restated
certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action,
suit or proceeding in advance of its final disposition shall be paid by us upon delivery to us of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified by us.
Section 174 of the
Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful
payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either
absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such
actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred
or immediately after such absent director receives notice of the unlawful acts.
As permitted by the
Delaware General Corporation Law, we have entered into indemnity agreements with each of our directors and executive officers,
that require us to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other
professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including
derivative actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such
person is or was a director or officer or is or was acting or serving as an officer, director, employee or agent of us or any of
our affiliated enterprises. Under these agreements, we are not required to provide indemnification for certain matters, including:
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indemnification beyond that permitted by the Delaware General Corporation Law;
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indemnification for any proceeding with respect to the unlawful payment of remuneration to the director or officer;
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indemnification for certain proceedings involving a final judgment that the director or officer is required to disgorge profits from the purchase or sale of our stock;
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indemnification for proceedings involving a final judgment that the director’s or officer’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct or a breach of his or her duty of loyalty, but only to the extent of such specific determination;
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indemnification for proceedings or claims brought by an officer or director against us or any of our directors, officers, employees or agents, except for (i) claims to establish a right of indemnification or proceedings, (ii) claims approved by our board of directors, (iii) claims required by law, (iv) when there has been a change of control as defined in the indemnification agreement with each director or officer, or (v) by us in our sole discretion pursuant to the powers vested under Delaware law;
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indemnification for settlements the director or officer enters into without our consent; or
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indemnification in violation of any undertaking required by the Securities Act or in any registration statement filed by us.
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The indemnification
agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
We have an insurance
policy in place that covers our officers and directors with respect to certain liabilities, including liabilities arising under
the Securities Act of 1933, as amended (the Securities Act) or otherwise.
Item 16. Exhibits and Financial Statement
Schedules
Exhibit
Number
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Description of Document
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1.1*
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Form of Underwriting Agreement
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1.2
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Open Market Sale AgreementSM, dated August 10, 2020, by and between the Company
and Jefferies LLC (incorporated by reference to Exhibit 1.1 of Registrant's Quarterly Report on Form 10-Q (No. 001-35867), filed with the SEC on August
10, 2020).
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3.1
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K (No. 001-35867), filed with the SEC on April 16, 2013).
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3.2
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Registrant’s Current Report on Form 8-K (No. 001-35867), filed with the SEC on April 16, 2013).
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4.1
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Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (No. 333-187145), as amended).
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4.2
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Form of Indenture, between the Registrant and one or more trustees to be named
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4.3*
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Form of Senior Note
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4.4*
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Form of Subordinated Note
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4.5
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Form of Common Stock Warrant Agreement and Warrant Certificate
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4.6
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Form of Preferred Stock Warrant Agreement and Warrant Certificate
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4.7
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Form of Debt Securities Warrant Agreement and Warrant Certificate
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4.8*
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Form of Specimen Preferred Stock Certificate and Certificate of Designations of Preferred Stock
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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25.1*
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Statement of Eligibility of Trustee under the Indenture
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* To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, if applicable.
Item 17. Undertakings
The undersigned registrant
hereby undertakes:
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(1)
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
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provided, however,
that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration
statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or are contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
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(2)
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That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
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(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That
for purposes of determining any liability under the Securities Act of 1933, (i) the information omitted from the form of prospectus
filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant
pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement
as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(8) To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Durham, State of North Carolina, on the 10th day of August, 2020.
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CHIMERIX, INC.
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By:
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/s/ Michael A. Sherman
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Michael A. Sherman
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President and Chief Executive Officer
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POWER OF ATTORNEY
Know All Persons By These Presents,
that each person whose signature appears below constitutes and appoints Michael A. Sherman and Michael T. Andriole, and each or
any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments and registration statements filed pursuant to Rule 462 under the Securities Act) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Michael A. Sherman
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President, Chief Executive Officer and Director (Principal Executive Officer)
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August 10, 2020
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Michael A. Sherman
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/s/ Michael T. Andriole
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Chief Business and Financial Officer (Principal Financial Officer)
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August 10, 2020
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Michael T. Andriole
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/s/ David Jakeman
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Executive Director of Finance and Accounting (Principal Accounting Officer)
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August 10, 2020
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David Jakeman
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/s/ Martha J. Demski
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Chair of the Board of Directors
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August 10, 2020
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Martha J. Demski
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/s/ Catherine Gilliss, Ph.D., R.N., FAAN
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Member of the Board of Directors
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August 10, 2020
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Catherine Gilliss, Ph.D., R.N., FAAN
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/s/ Edward F. Greissing Jr.
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Member of the Board of Directors
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August 10, 2020
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Edward F. Greissing Jr.
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/s/ Patrick Machado
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Member of the Board of Directors
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August 10, 2020
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Patrick Machado
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/s/ Robert J. Meyer, M.D.
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Member of the Board of Directors
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August 10, 2020
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Robert J. Meyer, M.D.
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/s/ Pratik S. Multani, M.D.
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Member of the Board of Directors
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August 10, 2020
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Pratik S. Multani, M.D.
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/s/ Fred A. Middleton
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Member of the Board of Directors
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August 10, 2020
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Fred A. Middleton
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