Cerevel Therapeutics Announces Proposed Public Offering of Common Stock
Cerevel Therapeutics (Nasdaq: CERE) has initiated an underwritten public offering of 14,000,000 shares of its common stock, with a potential 30-day option for underwriters to purchase an additional 2,100,000 shares. The offering is contingent on market conditions and no assurance can be provided regarding its completion. J.P. Morgan, Goldman Sachs, Jefferies, and Stifel serve as joint book-running managers. A registration statement was filed with the SEC but remains effective. The funds raised will potentially support Cerevel's pipeline in neuroscience therapies targeting conditions like Parkinson's and schizophrenia.
- Cerevel is offering 14,000,000 shares, indicating confidence in capital needs.
- The potential additional share option may strengthen financial flexibility.
- Funds raised could support development of therapies for neurological diseases.
- The offering may dilute existing shareholder equity.
- Market conditions are uncertain, which may affect offering success.
CAMBRIDGE, Mass., June 29, 2021 (GLOBE NEWSWIRE) -- Cerevel Therapeutics (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that is has commenced an underwritten public offering of 14,000,000 shares of its common stock. In connection with this offering, Cerevel expects to grant the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of common stock at the public offering price, less the underwriting discounts and commissions. The offering 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. All shares to be sold in the proposed offering will be sold by Cerevel.
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC, and Stifel, Nicolaus & Company Incorporated are acting as joint book-running managers for the offering. Loop Capital Markets, LLC and Siebert Williams Shank & Co., LLC are acting as co-managers.
A registration statement relating to these securities was filed with the Securities and Exchange Commission ("SEC") on June 29, 2021 but has not yet been declared effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time that the registration statement becomes effective. The offering will be made only by means of a prospectus. Copies of the registration statement and the preliminary prospectus relating to this offering may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting the offices of J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204 or email at prospectus-eq_fi@jpmchase.com; the offices of Goldman Sachs & Co. LLC, Attention: Syndicate, 200 West Street, New York, NY 10282, by telephone: 1-866-471-2526 or email at prospectus-ny@ny.email.gs.com, the offices of Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: 877-821-7388 or email at Prospectus_Department@Jefferies.com, or the offices of Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, telephone: (415) 364-2720 or email at syndprospectus@stifel.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Cerevel Therapeutics
Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company is tackling diseases with a targeted approach to neuroscience that combines expertise in neurocircuitry with a focus on receptor selectivity. Cerevel Therapeutics has a diversified pipeline comprising five clinical-stage investigational therapies and several pre-clinical compounds with the potential to treat a range of neuroscience diseases, including Parkinson’s, epilepsy, schizophrenia, and substance use disorder. Headquartered in Cambridge, Mass., Cerevel Therapeutics is advancing its current research and development programs while exploring new modalities through internal research efforts, external collaborations, or potential acquisitions.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, express or implied statements regarding the terms of the proposed public offering, including our expectations with respect to granting the underwriters a 30-day option to purchase additional shares, and the completion, timing and size of the proposed public offering. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. Actual performance and results may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties, including, among others: clinical trial results may not be favorable; uncertainties inherent in the product development process (including with respect to the timing of results and whether such results will be predictive of future results); the impact of COVID-19 on the timing, progress and results of ongoing or planned clinical trials; other impacts of COVID-19, including operational disruptions or delays or to our ability to raise additional capital; whether and when, if at all, our product candidates will receive approval from the FDA or other regulatory authorities, and for which, if any, indications; competition from other biotechnology companies; uncertainties regarding intellectual property protection; and other risks identified in our SEC filings, including those under the heading “Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021 and our subsequent SEC filings. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Media Contact:
Kate Contreras
Real Chemistry
kcontreras@realchemistry.com
Investor Contact:
Matthew Calistri
Cerevel Therapeutics
matthew.calistri@cerevel.com
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