| Item 3.02 | 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 wholly-owned subsidiary.
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 diseases.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
