| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 11, 2023, Cerevel Therapeutics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), relating to the public offering by the Company of 19,728,189 shares (or 22,687,417 shares if the Underwriters exercise in full their option to purchase additional shares) of its common stock at a public offering price of $22.81 per share (the “Offering”). The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-268235) and the related prospectus supplement filed with the Securities and Exchange Commission.
The Offering is expected to close on or about October 16, 2023, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the Offering, together with its existing cash, cash equivalents and marketable securities, to support the Company’s ongoing and planned clinical trials and other research and development activities, and for working capital and other general corporate purposes, including to extend the Company’s cash runway into 2026.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
On October 11, 2023, the Company issued a press release relating to the commencement of the Offering. On October 11, 2023, the Company issued a press release relating to the pricing of the Offering. Copies of the press releases relating to the Offering are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
This Current Report on Form 8-K, including the exhibits attached hereto, does not constitute an offer to sell or the solicitation of an offer to buy any Company securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
A copy of the opinion of Latham & Watkins LLP regarding the validity of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the consummation of the offering and the option exercise, the terms of the offering, our intentions with respect to the use of proceeds, and the satisfaction of customary closing conditions with respect to the offering. Statements using words such as “expect”, “anticipate”, “believe”, “may”, “will” and similar terms are also forward-looking statements. These forward-looking statements are based on management’s current expectations. These statements
