Apellis Announces Agreements to Exchange Approximately $198.6 Million in Principal Amount of Its 3.500% Convertible Senior Notes Due 2026 for Common Stock

Rhea-AI Summary

Apellis Pharmaceuticals (Nasdaq:APLS) announced it has engaged in privately negotiated exchange agreements with holders of its 3.500% Convertible Senior Notes due 2026. The holders have agreed to exchange approximately $198.6 million of the Notes for 4,530,431 shares of common stock, equating to 22.8065 shares per $1,000 of Notes. An additional number of shares will be issued based on the average stock price over a specified period. The exchange transactions are expected to close by July 23, 2021, pending customary closing conditions.

Positive

• Successfully negotiated exchange of approximately $198.6 million in Convertible Senior Notes.
• Issuance of 4,530,431 shares of common stock may strengthen the company's equity position.

Negative

• Exchange of notes for shares may lead to shareholder dilution.

WALTHAM, Mass., July 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 (the “Notes”). Under the terms of these exchange agreements, the holders have agreed to exchange with Apellis approximately $198.6 million in aggregate principal amount of Notes held by them for (i) 4,530,431 shares of Apellis’ common stock, which is equal to 22.8065 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) $449.64 divided by (b) the average of the daily volume-weighted average prices of Apellis’ common stock over the 10 consecutive trading days commencing on July 8, 2021. The exchange transactions are expected to close on July 23, 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 April 28, 2021 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 is the purpose of the exchange agreements announced by Apellis Pharmaceuticals?

The exchange agreements allow certain holders of the 3.500% Convertible Senior Notes due 2026 to convert their notes into shares of Apellis common stock.

How much principal amount of Notes is Apellis exchanging in the agreement?

Apellis is exchanging approximately $198.6 million in aggregate principal amount of Convertible Senior Notes.

When is the expected closing date for the exchange transactions?

The exchange transactions are expected to close on July 23, 2021, subject to customary closing conditions.

How many shares of common stock will Apellis issue in the exchange?

Apellis will issue 4,530,431 shares of common stock as part of the exchange for the Notes.

What factors could affect the successful closing of the exchange transactions?

The closing is subject to the satisfaction of customary closing conditions, which may include various financial and regulatory checks.