Cerevel Therapeutics Announces Proposed Public Offering of Common Shares

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CAMBRIDGE, Mass., Aug. 10, 2022 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (“Cerevel,” “we,” “us,” or “our”) (Nasdaq: CERE), a company dedicated to unraveling the mysteries brain to treat neuroscience diseases, today announced the launch of a public offering of $250.0 million of common stock. Under the offering, Cerevel plans to grant underwriters a 30-day option to purchase up to an additional $37.5 million of common stock at the public offering price, less underwriting discounts and fees. . The offering of Common Shares is subject to market and other conditions and there can be no assurance as to whether the offering will be successful or as to the actual size or terms of the offer. offer. All shares for sale under the proposed common stock offering will be sold by Cerevel.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Jefferies LLC and Evercore Group LLC are acting as joint bookrunners for the offering. Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC act as co-managers.

In conjunction with the common stock offering, Cerevel is offering to qualified institutional purchasers, under an offer exempt from registration under the Securities Act of 1933, as amended, an aggregate principal amount of $250.0 million of senior convertible bonds due 2027 (the “Bonds”). As part of the note offering, Cerevel plans to grant initial purchasers of the notes a 13-day option to purchase up to an additional aggregate principal amount of $37.5 million of the notes. The Common Share Offering is not conditional upon the completion of the Concurrent Note Offering, and the Concurrent Note Offering is not conditional upon the completion of the Common Share Offering.

Cerevel intends to use the net proceeds from the common stock offering and, if completed, the concurrent note offering: (i) to support the continued development of emraclidine, including to accelerate activities permitting registration; (ii) assess the potential of emraclidine in other populations, including Alzheimer’s disease psychosis; (iii) accelerate market development and pre-commercial planning activities for emraclidine and tavapadon; (iv) to advance the remaining programs in its pipeline, including arigabat, and its other promising early-stage programs, including CVL-354, its selective KORA; and (v) for working capital and other general business purposes, including to expand its cash trail.

A registration statement relating to the common stock offering was filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021 and is effective. The offering of Common Shares will be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained, when available, from the SEC’s website at http://www.sec.gov or by contacting the offices of Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New NY 10014, by e-mail at [email protected]; offices of Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by phone at 1-866-471-2526 or by email at [email protected]; offices of Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone at 877-821-7388 or by e-mail at [email protected]; or the offices of Evercore Group LLC, 55 East 52nd Street, 35th Floor, New York, NY 10055, by phone at (888) 474-0200 or by email at [email protected].

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or territory.

About Cerevel Therapeutics

Cerevel Therapeutics is dedicated to unraveling the mysteries of the brain to treat neuroscience diseases. The company tackles disease with a targeted approach to neuroscience that combines expertise in neurocircuitry with a focus on receptor selectivity. Cerevel Therapeutics has a diverse pipeline comprising five clinical-stage investigational therapies and several preclinical compounds with the potential to treat a range of neuroscientific diseases, including Parkinson’s disease, epilepsy, schizophrenia and dementia-related apathy . Based in Cambridge, Mass., Cerevel Therapeutics advances 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 based on management’s beliefs and assumptions and on information currently available to management. In some instances, 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”, “in progress” or the negative form of these terms or any other comparable terminology, although not all forward-looking statements not contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from the information expressed or implied by these forward-looking statements. Although we believe we have a reasonable basis for each forward-looking statement contained in this press release, we caution that such statements are based on a combination of facts and factors currently known to us and our projections for the future, about of 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 of common stock, including our expectations regarding the grant to the underwriters of the offer of a 30-day option to purchase additional shares, the terms of the concurrent offering of the Notes, including our expectation that the initial purchasers of this offering will be granted a 13-day option to purchase Notes additional information, our intentions with respect to the use of proceeds and the completion, timing and size of the proposed public offering of common shares and the concurrent offering of notes. We cannot assure you that the forward-looking statements contained in this press release will prove to be accurate. Also, 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 implied in the forward-looking statements due to a variety of risks and uncertainties, including: clinical trial results may not be favorable; uncertainties inherent in the product development process (including regarding the timing of results and whether those 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 our ability to raise additional capital; whether and when, if any, our product candidates will receive approval from the FDA or other regulatory authorities, and for what indications, if any; competition from other biotechnology companies; uncertainties regarding the protection of intellectual property; and other risks identified in our filings with the SEC, including those listed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, our quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2022 and our subsequent filings with the SEC. In light of the material uncertainties in these forward-looking statements, you should not consider these statements to be a representation or warranty by us or anyone else that we will achieve our goals and plans within a specified time frame, or at all. The forward-looking statements contained in this press release represent our opinions 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 choose to update these forward-looking statements at some time in the future, we currently have no intention of doing so except as 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:Anna RobinsonCerevel Therapeutics[email protected]

Investor contacts:Matthew CalistriCerevel Therapeutics[email protected]

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Source: Therapeutic Cerevel

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