The information in this prospectus is not complete and may be changed. We may not sell
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 an offer to buy these securities in any state where
the offer or sale is not permitted.
Subject to completion, dated September 11, 2020
PROSPECTUS
ACORDA THERAPEUTICS, INC.
Common Stock
Preferred
Stock
Debt Securities
Warrants
Units
We may offer under this prospectus from time to time, at prices and on terms to be determined by market conditions at the time we make the
offer, our:
|
|
|
warrants to purchase common stock, preferred stock, or debt securities; or
|
|
|
|
any combination of the above, separately or as units.
|
You should read this prospectus, any prospectus supplement and free writing prospectus, together with any documents we incorporate by reference,
before you invest in our securities. The prospectus supplement or free writing prospectus may also add to, update, supplement or clarify information contained in this prospectus. This prospectus may not be used to sell our securities unless
accompanied by a prospectus supplement.
Our common stock is listed on The Nasdaq Global Select Market under the symbol ACOR. On
September 10, 2020, the last reported sale price of our common stock on The Nasdaq Global Select Market was $0.47 per share. You are urged to obtain current market quotations for our common stock.
The aggregate market value of our outstanding common stock held by non-affiliates was approximately
$40,205,564, which we calculated based on 47,979,115 shares of outstanding common stock as of July 22, 2020, of which 47,300,663 shares were held by non-affiliates, and a price per share of $0.85 as of July
22, 2020, which is a date within 60 days prior to the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this
prospectus forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our outstanding common stock held by
non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by
non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.6
of Form S-3.
Investing in
our securities involves a high degree of risk. You should carefully consider the risks described under Risk Factors on page 5, as well as in the applicable prospectus supplement, any related free writing
prospectus and other information contained or incorporated by reference in this prospectus and the applicable prospectus supplement, before making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or
determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
We may offer and
sell the securities described in this prospectus to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchasers on a continuous or delayed basis. If we use any agents, underwriters or dealers to
sell the securities described in this prospectus, we will name them and describe their compensation in a prospectus supplement. The price to the public of our securities offered through this prospectus and the net proceeds we expect to receive from
the sale of such securities will also be set forth in a prospectus supplement.
The date of
this prospectus is , 2020