Unregistered Sales of Equity Securities.
On August 24, 2020, ACADIA Pharmaceuticals Inc. (the
“Company”) issued 1,174,208 shares of the Company’s common stock in
connection with the closing of the transactions contemplated by the
Merger Agreement (as defined below) pursuant to the exemption from
the registration requirements provided in Section 4(a)(2) of
the Securities Act of 1933, as amended, for transactions by an
issuer not involving any public offering.
The information set forth in Item 8.01 of this report is
incorporated by reference into this Item 3.02.
On August 24, 2020, the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”), by and among the Company,
Queen Merger Sub, Inc. (“Merger Sub”), CerSci Therapeutics
Incorporated (“CerSci”), and Shareholder Representative Services
LLC, and on the same day, the transactions contemplated by the
Merger Agreement closed and Merger Sub merged with and into CerSci,
with CerSci as the surviving corporation and the Company’s
CerSci is a clinical-stage biotechnology company with worldwide
rights to a portfolio of novel compounds for neurological
conditions, including non-opioid therapies for acute and
chronic pain. CerSci’s lead development program is a unique
Reactive Species Decomposition Accelerant, a first-in-class mechanism focused
on interrupting pathways that sensitize neurons to pain. The
portfolio contains additional preclinical stage molecules,
including brain penetrant molecules, with potential for symptomatic
and disease modifying treatment utility in neurodegenerative
Pursuant to the terms of the Merger Agreement, in connection with
the closing of the transactions contemplated by the Merger
Agreement, the former holders of CerSci’s capital stock, warrants
or options (or collectively, the “CerSci Equityholders”), were
entitled to $52.5 million as upfront consideration, subject to
certain adjustments, $47.2 million of which was paid through
the issuance of 1,174,208 shares of the Company’s common stock at
closing. In addition, CerSci Equityholders may be eligible to
receive up to $887.0 million in development, commercialization
and sales milestones, in addition to tiered royalties in the
mid-single digits based on
annual net sales, which milestones and royalties would be payable
in cash. Under the terms of the Merger Agreement, the Company
agreed to file with the Securities and Exchange Commission a
registration statement on Form S-3 to register for resale of
the shares of the Company’s common stock that the Company issued as
part of the consideration for the merger at closing.
A copy of the Company’s press release issued August 25, 2020
is furnished herewith as Exhibit 99.1.
Financial Statements and Exhibits.