On November 27, 2018, we entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the Underwriters), relating to the sale and issuance of 16,176,471 shares of our common
stock. The price to the public in this offering was $17.00 per share. The net proceeds to us from this offering are expected to be approximately $259.4 million, after deducting underwriting discounts and commissions and other estimated offering
expenses payable by us. The offering is scheduled to close on or about November 30, 2018, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable
for 30 days, to purchase up to 2,426,470 additional shares of common stock.
The Underwriting Agreement contains customary representations,
warranties and agreements by us, customary conditions to closing, indemnification obligations of ACADIA and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties.
The offering was made pursuant to our registration statement on Form
S-3
(Registration Statement
No. 333-228546),
which became automatically effective upon filing with the Securities and Exchange Commission on November 26, 2018, and a
prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of
Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On November 26, 2018,
we issued a press release announcing that we had commenced the offering. On November 27, 2018, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto,
respectively.