SAN DIEGO, Aug 05, 2008 (BUSINESS WIRE) —ACADIA Pharmaceuticals Inc. (Nasdaq:ACAD), a biopharmaceuticalcompany utilizing innovative technology to fuel drug discovery andclinical development of novel treatments for central nervous systemdisorders, today announced that it has entered into a Committed EquityFinancing Facility (CEFF) with Kingsbridge Capital Limited in whichKingsbridge has committed to provide up to $60 million of capitalduring the next three years through the purchase of newly-issuedshares of ACADIA's common stock.
"The new CEFF with Kingsbridge provides us with added financialflexibility and strength as we move forward with a portfolio of ourmost advanced product candidates, including pimavanserin, which iscurrently in Phase III for the treatment of Parkinson's diseasepsychosis," said Thomas H. Aasen, Vice President and Chief FinancialOfficer of ACADIA. "Our ability to choose if, and when, to accessfunds under this facility, provides us with flexibility and thepotential to minimize dilution for our stockholders."
Under the terms of the CEFF, ACADIA has access, at its discretion,to up to $60 million in capital from Kingsbridge through the sale ofnewly-issued shares of ACADIA's common stock. The funds that can beraised under the CEFF over the three-year term will depend on thethen-current price for ACADIA's stock and the number of sharesactually sold, which may not exceed an aggregate of approximately 7million shares. ACADIA is not obligated to utilize any of the $60million available under the CEFF and there are no minimum commitmentsor minimum use penalties.
ACADIA may access capital under the CEFF in tranches up to amaximum of between 2.0 and 3.5 percent of its market capitalization atthe time of the draw down of each tranche, subject to certainconditions, including a minimum share price threshold. Kingsbridge maypurchase shares of common stock pursuant to the CEFF at discountsranging from 6 to 12 percent, depending on the average market price ofACADIA's common stock during the applicable pricing period. Inconnection with the CEFF, ACADIA issued a warrant to Kingsbridge topurchase 350,000 shares of common stock at a 25% premium to theaverage closing price of ACADIA's common stock for the five dayspreceding the signing of the CEFF.
The CEFF does not impose any restrictions on ACADIA's operatingactivities. During the term of the CEFF, Kingsbridge is prohibitedfrom engaging in any short selling or derivative transactions relatedto ACADIA's common stock.
The securities issuable pursuant to the CEFF and upon exercise ofthe warrant have not been registered under the Securities Act of 1933and may not be offered or sold in the United States absentregistration under the Securities Act of 1933 and applicable statesecurities laws or available exemptions from registrationrequirements. Pursuant to the CEFF, ACADIA has agreed to file aregistration statement with respect to the resale of shares issuedpursuant to the CEFF and underlying the warrant within 60 days of thedate of the agreement. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy these securities,nor shall there be any sale of these securities in any state whichsuch offer, solicitation or sale would be unlawful prior to theregistration or qualification under the securities laws of any suchstate. Any offering of ACADIA's common stock under the registrationstatement referred to above will be made only by means of aprospectus.
About ACADIA Pharmaceuticals
ACADIA is a biopharmaceutical company utilizing innovativetechnology to fuel drug discovery and clinical development of noveltreatments for central nervous system disorders. ACADIA is focused ondeveloping a portfolio of its four most advanced product candidates,including its lead product candidate, pimavanserin in Phase III forParkinson's disease psychosis, a compound in Phase II for chronic painand a compound in Phase I for glaucoma, both in collaboration withAllergan, and ACP-106 in IND-track development. All of the drugcandidates in ACADIA's product pipeline emanate from discoveries madeusing its proprietary drug discovery platform and are directed atindications with large unmet medical needs. ACADIA's corporateheadquarters is located in San Diego, California and it maintainsresearch and development operations in both San Diego and Malmo,Sweden.
Forward-Looking Statements
Statements in this press release that are not strictly historicalin nature are forward-looking statements. These statements include butare not limited to statements related to our development programs andthe potential funds to be available under its CEFF. These statementsare only predictions based on current information and expectations andinvolve a number of risks and uncertainties. Actual events or resultsmay differ materially from those projected in any of such statementsdue to various factors, including the risks and uncertainties inherentin drug discovery, development and commercialization, and in thefinancial markets and in the price of ACADIA's common stock. For adiscussion of these and other factors, please refer to ACADIA's annualreport on Form 10-K for the year ended December 31, 2007 as well asother subsequent filings with the Securities and Exchange Commission.You are cautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date hereof. This caution ismade under the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. All forward-looking statements arequalified in their entirety by this cautionary statement and ACADIAundertakes no obligation to revise or update this press release toreflect events or circumstances after the date hereof.
SOURCE: ACADIA Pharmaceuticals Inc.
ACADIA Pharmaceuticals Inc.
Lisa Barthelemy, Director, Investor Relations
Thomas H. Aasen, Vice President and Chief Financial
Officer
858-558-2871