Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 01, 2023

CEREVEL THERAPEUTICS HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39311	85-3911080
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 Jacobs Street Suite 200
Cambridge, Massachusetts		02141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 844 304-2048

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CERE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2023, Cerevel Therapeutics Holdings, Inc. (the "Company") issued a press release announcing financial results for the quarter ended September 30, 2023. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release issued by Cerevel Therapeutics Holdings, Inc. on November 1, 2023, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			CEREVEL THERAPEUTICS HOLDINGS, INC.

Date:	November 1, 2023	By:	/s/ Susan Altschuller
			Susan Altschuller, Ph.D. Chief Financial Officer

Exhibit 99.1

Cerevel Therapeutics Reports Third Quarter 2023 Financial Results and Business Updates

Raised $499 million of net proceeds from public offering of common stock, expected to support operations into 2026

2024 data readout timelines for emraclidine, darigabat, and tavapadon remain on track

Tavapadon investor webcast scheduled for December 11, 2023

Conference call today at 8:00 a.m. ET

CAMBRIDGE, Mass., November 1, 2023 – Cerevel Therapeutics, (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, today reported financial results for the third quarter ended September 30, 2023 and provided key pipeline and business updates.

“Cerevel is bringing forward one of the broadest neuroscience pipelines in the industry, with novel approaches to treating challenging diseases, and we remain focused on execution as we head into multiple data readouts in 2024,” said Ron Renaud, president and chief executive officer of Cerevel Therapeutics. “We are well-capitalized, with runway into 2026, and we have a strong team in place to advance our late-stage pipeline of potential new treatments for schizophrenia, epilepsy, and Parkinson’s disease.”

Tavapadon Investor Webcast on December 11, 2023

Cerevel will host an investor webcast on December 11, 2023 from 10:00 to 11:30 a.m. ET focused on the tavapadon program in Parkinson’s disease.

Pipeline Highlights

Leveraging its deep understanding of neurocircuitry and targeted receptor subtype selectivity, Cerevel is advancing its broad and diverse pipeline of novel neuroscience product candidates.

Below are the latest updates for Cerevel’s lead programs.

Emraclidine: an M4-selective positive allosteric modulator (PAM) in development for schizophrenia and Alzheimer’s disease psychosis.

Cerevel is conducting two adequately-powered placebo-controlled Phase 2 trials in schizophrenia in which emraclidine is being studied as a once-daily medication without the need for titration, known as EMPOWER-1 and EMPOWER-2.

EMPOWER program data are expected in the second half of 2024.

The 52-week open-label safety extension trial, EMPOWER-3, is also continuing enrollment.

In order to support a potential registrational package for emraclidine in schizophrenia, Cerevel is also prioritizing the completion of the necessary non-clinical and clinical pharmacology studies in addition to its EMPOWER program.

To support development in Alzheimer's disease psychosis as a second potential indication for emraclidine, Cerevel initiated a Phase 1 multiple ascending dose trial to

evaluate the safety, tolerability and pharmacokinetics of emraclidine in elderly healthy volunteers, 65-85 years old.

The FDA granted Fast Track designation for emraclidine for the treatment of hallucinations and delusions associated with Alzheimer's disease psychosis.

Darigabat: an α2/3/5-selective GABAA receptor PAM currently under development for epilepsy and panic disorder.

Cerevel is conducting the REALIZE trial, a Phase 2 proof-of-concept trial in focal epilepsy, and a corresponding open-label safety extension trial.

Data readout for the REALIZE trial is expected mid-year 2024.

Cerevel has also initiated the ADAPT trial, a Phase 2 proof-of-concept trial in panic disorder.

Tavapadon: a D1/D5 partial agonist currently in Phase 3 for the treatment of Parkinson’s disease.

Tavapadon has the potential to be a first-in-class D1/D5 selective partial agonist for Parkinson’s disease, as both monotherapy and adjunctive treatment.

All three of Cerevel’s Phase 3 trials as monotherapy (early-stage) and adjunctive (late-stage) in Parkinson’s disease (TEMPO-1, -2, and -3) are ongoing, along with the corresponding open-label extension trial (TEMPO-4).

Data is expected in the first half of 2024 for TEMPO-3 and in the second half of 2024 for TEMPO-1 and TEMPO-2.

CVL-871: a D1/D5 partial agonist in development for treatment of dementia-related apathy.

Cerevel is conducting a Phase 2a exploratory trial in dementia-related apathy.

The timeline for this trial remains under review.

In addition to these lead programs, Cerevel is advancing its early clinical pipeline and discovery programs, which include:

CVL-354, a selective kappa opioid receptor antagonist (KORA) for the treatment of major depressive disorder and substance use disorder.

Selective M4 agonist program for the treatment of psychiatric and neurological indications.

Selective PDE4 inhibitor (PDE4D-sparing) program for the treatment of psychiatric, neuroinflammatory and other disorders.

Financial Results for the Third Quarter 2023

Cash Position: Cash, cash equivalents and marketable securities as of September 30, 2023 totaled $758.2 million. In October 2023, we completed a follow-on public offering of our common stock raising approximately $498.7 million in aggregate net proceeds, including the full exercise of the underwriters’ option to purchase additional shares. Cerevel’s cash, cash equivalents, and marketable securities are expected to support all planned data readouts in 2024 and fund operations into 2026.

R&D Expense: Research and development expense for the third quarter and nine months ended September 30, 2023 was $85.3 million and $237.5 million, respectively, compared to $71.4 million and $198.9 million for the prior year periods. Total research and development expense includes equity-based compensation expense of $6.8 million

and $20.3 million for the third quarter and nine months ended September 30, 2023, respectively. These amounts compare to equity-based compensation expense of $4.4 million and $13.2 million for the prior year periods. The increases in research and development expense were primarily due to the continued advancement of our emraclidine and tavapadon programs as well as an increase in personnel costs, including equity-based compensation, as we continue to expand capabilities to advance our pipeline.

G&A Expense: General and administrative expense for the third quarter and nine months ended September 30, 2023 was $26.1 million and $70.2 million, respectively, compared to $23.7 million and $61.7 million for the prior year periods. Total general and administrative expense include equity-based compensation expense of $10.3 million and $23.9 million for the third quarter and nine months ended September 30, 2023, respectively. These amounts compare to equity-based compensation expense of $5.3 million and $15.2 million for the prior year periods. Compared to the same periods in the prior year, the increases in general and administrative expense were primarily driven by higher personnel costs, including equity-based compensation, partially offset by a reduction in spend associated with professional fees.

Conference Call Information

Cerevel will host a conference call and webcast today, November 1, at 8:00 a.m. ET to discuss its third quarter 2023 financial results and key pipeline and business updates. To access the call, please register at this link. Once registered, you will receive the dial-in information and a unique PIN number.

A live webcast of the call, along with supporting slides, will be available on the investors section of Cerevel’s website at investors.cerevel.com. Following the live webcast, an archived version of the call will be available on the website.

About Cerevel Therapeutics
Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases by combining its deep expertise in neurocircuitry with a focus on targeted receptor subtype selectivity and a differentiated approach to pharmacology. Cerevel Therapeutics has a diversified pipeline comprised of five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscience diseases, including schizophrenia, Alzheimer’s disease psychosis, epilepsy, panic disorder, and Parkinson’s disease. Headquartered in Cambridge, Mass., Cerevel Therapeutics is advancing its current research and development programs while exploring new modalities through internal research efforts, external collaborations, or potential acquisitions. For more information, visit www.cerevel.com.

Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements

involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements about: the potential attributes and benefits of our product candidates; the format, timing and objectives of our product development activities and clinical trials; the timing and outcome of regulatory interactions, including whether activities meet the criteria to serve as registrational; the ability to compete with other companies currently marketing or engaged in the development of treatments for relevant indications; the size and growth potential of the markets for product candidates and ability to serve those markets; the rate and degree of market acceptance of product candidates, if approved; the sufficiency of our cash runway; and our tavapadon investor webcast. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. Actual performance and results may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties, including, among others: clinical trial results may not be favorable; uncertainties inherent in the product development process (including with respect to the timing of results and whether such results will be predictive of future results); the impact of COVID-19, the post-COVID environment and other factors on the timing, progress and results of clinical trials; our ability to recruit and enroll suitable patients in our clinical trials, including the effectiveness of mitigation measures; whether and when, if at all, our product candidates will receive approval from the FDA or other regulatory authorities, and for which, if any, indications; competition from other biotechnology companies; uncertainties regarding intellectual property protection; and other risks identified in our SEC filings, including those under the heading “Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023 and our subsequent SEC filings. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

# # #

Media Contact:

Anna Robinson

Cerevel Therapeutics

anna.robinson@cerevel.com

Investor Contact:

Matthew Calistri

Cerevel Therapeutics

matthew.calistri@cerevel.com


TABLE 1

CEREVEL THERAPEUTICS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share amounts and per share amounts)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Operating expenses:
Research and development	$	85,252		$	71,385		$	237,514		$	198,947
General and administrative		26,055			23,680			70,187			61,654
Total operating expenses		111,307			95,065			307,701			260,601
Loss from operations		(111,307	)		(95,065	)		(307,701	)		(260,601	)
Interest income, net		9,891			3,992			28,787			4,954
Interest expense		(2,644	)		(1,286	)		(7,920	)		(1,286	)
Other income (expense), net		7,822			(7,579	)		(13,033	)		(1,770	)
Loss before income taxes		(96,238	)		(99,938	)		(299,867	)		(258,703	)
Income tax benefit (provision), net		(123	)		—			(315	)		—
Net loss	$	(96,361	)	$	(99,938	)	$	(300,182	)	$	(258,703	)
Net loss per share, basic and diluted	$	(0.61	)	$	(0.66	)	$	(1.91	)	$	(1.73	)
Weighted-average shares used in calculating net loss per share, basic and diluted		157,498,891			152,304,645			157,069,093			149,544,252


TABLE 2

CEREVEL THERAPEUTICS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)


	As of
	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	155,721	$	136,521
Marketable securities		521,161		755,509
Prepaid expenses and other current assets		10,904		13,621
Total current assets		687,786		905,651
Marketable securities		81,340		58,126
Property and equipment, net		26,613		27,467
Operating lease assets		20,580		21,820
Restricted cash		1,960		1,867
Other long-term assets		3,683		2,891
Total assets	$	821,962	$	1,017,822
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	78,838	$	72,564
Operating lease liabilities, net of current portion		28,673		31,190
2027 convertible senior notes, net		336,933		335,482
Financing liabilities		104,556		57,348
Total stockholders’ equity		272,962		521,238
Total liabilities and stockholders’ equity	$	821,962	$	1,017,822


TABLE 3

CEREVEL THERAPEUTICS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)


	For the Nine Months Ended September 30,
	2023			2022
Net cash flows used in operating activities	$	(244,881	)	$	(205,709	)
Net cash flows provided by (used in) investing activities		223,930			(362,102	)
Net cash flows provided by financing activities		40,244			621,060
Net increase in cash, cash equivalents and restricted cash		19,293			53,249
Cash, cash equivalents and restricted cash, beginning of the period		138,388			197,218
Cash, cash equivalents and restricted cash, end of the period	$	157,681		$	250,467

Note:

Cash, cash equivalents and restricted cash balances include restricted cash of $2.0 million and $1.9 million as of September 30, 2023 and September 30, 2022, respectively.

Document And Entity Information	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
Entity Registrant Name	CEREVEL THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001805387
Entity Emerging Growth Company	false
Securities Act File Number	001-39311
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3911080
Entity Address, Address Line One	222 Jacobs Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	844
Local Phone Number	304-2048
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CERE
Security Exchange Name	NASDAQ