Exhibit 99.1
Cerevel Therapeutics Announces Proposed Private Offering of Convertible Senior Notes
CAMBRIDGE, Mass., August 10, 2022 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (“Cerevel”, “we”, “us” or “our”) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has commenced a private offering of $250.0 million aggregate principal amount of convertible senior notes due 2027 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with this offering, Cerevel expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $37.5 million aggregate principal amount of the notes. The offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The notes will be senior, unsecured obligations of Cerevel, will accrue interest payable semi-annually in arrears and will mature on August 15, 2027, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Cerevel will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.0001 per share (“common stock”), or a combination of cash and shares of its common stock, at Cerevel’s election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Cerevel’s option at any time, and from time to time, on or after August 20, 2025 and on or before the 50th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Cerevel’s common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Concurrently with the offering of the notes, Cerevel is offering $250.0 million of shares of its common stock in an underwritten public offering. In connection with the common stock offering, Cerevel expects to grant the underwriters of such offering a 30-day option to purchase up to an additional $37.5 million of shares of its common stock at the public offering price, less the underwriting discounts and commissions. The offering of the notes is not contingent upon the consummation of the concurrent offering of common stock, and the concurrent offering of common stock is not contingent upon the consummation of the offering of the notes.
Cerevel intends to use the net proceeds from the offering of the notes and, if consummated, the concurrent offering of common stock: (i) to support the continued development of emraclidine, including to accelerate registration-enabling activities; (ii) to evaluate the potential of emraclidine in other populations, including Alzheimer’s disease psychosis; (iii) to accelerate market development and pre-commercial planning activities for emraclidine and tavapadon; (iv) to advance the remainder of the programs in its pipeline, including darigabat, and its other promising earlier-stage programs, including CVL-354, its selective KORA; and (v) for working capital and other general corporate purposes, including to extend its cash runway.
The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of
