As filed with the Securities and Exchange Commission on August 25, 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
ACADIA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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06-1376651
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3611 Valley Centre Drive, Suite 300
San Diego, CA 92130
(858) 558-2871
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
Stephen R. Davis
Chief Executive Officer
ACADIA Pharmaceuticals Inc.
3611 Valley Centre Drive, Suite 300, San Diego, CA 92130
(858) 558-2871
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Austin D. Kim
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L. Kay Chandler, Esq.
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Executive Vice President, General Counsel and Secretary
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Sean M. Clayton, Esq.
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ACADIA Pharmaceuticals Inc.
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Cooley LLP
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3611 Valley Centre Drive, Suite 300
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4401 Eastgate Mall
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San Diego, CA 92130
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San Diego, CA 92121-1909
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(858) 558-2871
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(858) 550-6000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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: ☒
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, or a smaller reporting company.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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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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Number of
Shares to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value
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1,174,208
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$38.42
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$45,113,071.36
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$5,855.68
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(1)
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Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate
number of additional shares of common stock as may be issuable as a result of stock splits, stock dividends or similar transactions with respect to the shares being registered hereunder.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under
the Securities Act, based upon the average of the high and low prices for the common stock on August 24, 2020, as reported by the Nasdaq Global Select Market.
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