Apellis Announces Agreements to Exchange Approximately $107.5 Million in Principal Amount of Its 3.500% Convertible Senior Notes Due 2026 for Common Stock

Rhea-AI Summary

Apellis Pharmaceuticals (Nasdaq:APLS) announced exchange agreements with holders of its 3.500% Convertible Senior Notes due 2026, totaling approximately $107.5 million. The holders will exchange these Notes for 2,232,808 shares of common stock, equating to 20.7792 shares per $1,000 principal amount of Notes. An additional share amount will be based on a formula involving the stock's average trading price. The transactions are expected to close on January 25, 2021, subject to customary conditions. The shares issued will not be registered under the Securities Act of 1933.

Positive

• Successful private negotiation for exchange of $107.5 million in convertible notes.
• Issuance of shares could improve liquidity and reduce debt.

Negative

• Exchange could lead to dilution of existing shares.
• Uncertainty regarding the satisfaction of closing conditions.

WALTHAM, Mass., Jan. 07, 2021 (GLOBE NEWSWIRE) -- Apellis Pharmaceuticals, Inc. (Nasdaq:APLS), a global biopharmaceutical company and leader in targeted C3 therapies, today announced that it has entered into separate, privately negotiated exchange agreements with certain holders of its 3.500% Convertible Senior Notes due 2026 issued in September 2019 (the “Notes”). Under the terms of these exchange agreements, the holders have agreed to exchange with Apellis approximately $107.5 million in aggregate principal amount of Notes held by them for (i) 2,232,808 shares of Apellis’ common stock, which is equal to 20.7792 shares per $1,000 principal amount of Notes exchanged plus (ii) an additional number of shares of Apellis’ common stock per $1,000 principal amount of Notes exchanged equal to the quotient of (a) $544.07 divided by (b) the average of the daily volume-weighted average prices of Apellis’ common stock over the ten consecutive trading days commencing on January 7, 2021. The exchange transactions are expected to close on January 25, 2021, subject to the satisfaction of customary closing conditions.

The shares of Apellis’ common stock issuable in the exchanges have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

This press release does not constitute an offer to sell or a solicitation to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Apellis

Apellis Pharmaceuticals, Inc. is a global biopharmaceutical company that is committed to leveraging courageous science, creativity, and compassion to deliver life-changing therapies. Leaders in targeted C3 therapies, we aim to develop transformative therapies for a broad range of debilitating diseases that are driven by excessive activation of the complement cascade, including those within hematology, ophthalmology, nephrology, and neurology.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements in respect of the expected closing of the exchanges. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether the conditions for the closing of the exchanges will be satisfied and other factors discussed in the “Risk Factors” section of Apellis’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2020 and the risks described in other filings that Apellis may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Apellis specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Media:
Tracy Vineis
media@apellis.com
+1 617 420 4839

Investor Contact:
Argot Partners
apellis@argotpartners.com
+1 212.600.1902

FAQ

What are the details of the Apellis Pharmaceuticals exchange agreements?

Apellis Pharmaceuticals is exchanging approximately $107.5 million in 3.500% Convertible Senior Notes for 2,232,808 shares of common stock, set to close on January 25, 2021.

How will the exchange impact APLS stockholders?

The exchange may dilute existing shares, but it could also improve liquidity by reducing debt.

When is the closing date for Apellis' exchange agreements?

The transactions are expected to close on January 25, 2021, pending customary conditions.

Are the shares issued in the exchange registered?

No, the shares issued will not be registered under the Securities Act of 1933.

What is the significance of the exchange agreements for APLS?

The exchange agreements indicate a strategic move to manage debt but may cause dilution concerns for current shareholders.