Statistiques de base
| LEI | 254900RJNIRS9COSQR41 |
| CIK | 1805387 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cerevel Therapeutics Holdings, Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC.* (Exact name of registrant as |
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| August 5, 2024 |
SC 13D/A 1 sch13acere8124.htm SC 13D/A CEREVEL THERAPEUTICS HOLDINGS 5 CUSIP NO: 15678U 128 Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer)h Common Stock, par value $0.0001 per share (Title of Class of Securities) 15678U 128 (CUSIP Numbe |
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| August 5, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CEREVEL THERAPEUTICS HOLDINGS, INC. ARTICLE ONE Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CEREVEL THERAPEUTICS HOLDINGS, INC. ARTICLE ONE The name of the corporation is Cerevel Therapeutics Holdings, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the state of Delaware is 1521 Concord Pike Suite 201, Wilmington, Delaware 19803. The name of its registered agent |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
Cere-form25 |
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| August 1, 2024 |
Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2024 (this “Supplemental Indenture”), between Cerevel Therapeutics Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Indenture, dated as of August 16, 2022 (the “Indenture”), between suc |
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| August 1, 2024 |
Exhibit 99.1 PRESS RELEASE AbbVie Completes Acquisition of Cerevel Therapeutics - Cerevel’s clinical-stage assets complement AbbVie’s emerging neuroscience pipeline and leading on-market brands in psychiatry, migraine and Parkinson’s disease - Emraclidine, a potential best-in-class, next-generation antipsychotic, is in trials designed to be registration enabling for schizophrenia - Cerevel is a st |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (Com |
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| August 1, 2024 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CEREVEL THERAPEUTICS HOLDINGS, INC. A Delaware Corporation ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1521 Concord Pike Suite 201, Wilmington, Delaware 19803. The name of the corporation’s registered agent at such address shall be Corporate Creations Network |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL T |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39 |
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| February 27, 2024 |
Severance Benefits Policy for Specified C-Suite Executives. Exhibit 10.12 CEREVEL THERAPEUTICS HOLDINGS, INC. SEVERANCE BENEFITS POLICY FOR SPECIFIED C-SUITE EXECUTIVES (adopted October 27, 2020, as subsequently amended January 17, 2024) I. Purpose Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby establishes an unfunded severance benefits policy (the “Policy”). The purpose of this Policy is to provide Covered Employees with certain severance bene |
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| February 27, 2024 |
Amended and Restated Clawback Policy Exhibit 97.1 CEREVEL THERAPEUTICS HOLDINGS, Inc. AMENDED AND RESTATED CLAWBACK POLICY Adopted as of June 7, 2023 Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), has adopted an Amended and Restated Clawback Policy (this “Policy”) as described below. This Policy supersedes the Clawback Policy previously adopted by the Company on December 8, 2021 (the “Prior Policy”). Com |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39311 e CEREVEL THERA |
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| February 27, 2024 |
Form of Restricted Stock Unit Award Agreement Exhibit 10.32 Restricted stock unit award AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN (Employees) Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby grants an award |
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| February 27, 2024 |
Exhibit 10.34 [Cerevel Therapeutics Holdings LETTERHEAD] December , 2023 Re: Repayment Agreement Dear : In connection with the transactions contemplated by that certain Agreement and Plan of Merger by and among AbbVie Inc., Symphony Harlan LLC, Symphony Harlan Merger Sub Inc. and Cerevel Therapeutics Holdings, Inc. (the “Company”), dated as of December 6, 2023 (the “Merger Agreement”), you may bec |
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| February 27, 2024 |
Severance Benefits Policy for Senior Vice Presidents and Vice Presidents Exhibit 10.33 CEREVEL THERAPEUTICS HOLDINGS, INC. SEVERANCE BENEFITS POLICY FOR SENIOR VICE PRESIDENTS AND VICE PRESIDENTS (adopted September 28, 2022, as subsequently amended January 17, 2024) I. Purpose Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby establishes an unfunded severance benefits policy (the “Policy”). The purpose of this Policy is to provide Covered Employees with certai |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) ( |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| January 18, 2024 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 18, 2024 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| January 18, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| January 5, 2024 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 5, 2024 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| December 8, 2023 |
CERE / Cerevel Therapeutics Holdings Inc / BC Perception Holdings, LP - SC 13D/A Activist Investment SC 13D/A 1 d814906dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, $0.000 |
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| December 7, 2023 |
Exhibit 10.1 EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of December 6, 2023, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate Holdco”), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiar |
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| December 7, 2023 |
Exhibit 2.1 Confidential Execution Version AGREEMENT AND PLAN OF MERGER by and among ABBVIE INC., SYMPHONY HARLAN LLC, SYMPHONY HARLAN MERGER SUB INC. and CEREVEL THERAPEUTICS HOLDINGS, INC. Dated as of December 6, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Certain Interpretations 13 ARTICLE II THE MERGER 15 2.1 The Merger 15 2.2 The Effecti |
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| December 7, 2023 |
EX-99.2 Exhibit 99.2 Project Harlan All Employee Email To: All Employees From: Cerevel CEO Subject: AbbVie to Acquire Cerevel Dear Cerevelians, We have just announced that we have entered into a definitive agreement to be acquired by AbbVie, a global biopharmaceutical company. Today’s press release can be found here. This announcement is a tremendous validation of Cerevel’s founding principles and |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (C |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (C |
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| December 7, 2023 |
EX-99.1 Exhibit 99.1 PRESS RELEASE AbbVie to Acquire Cerevel Therapeutics in Transformative Transaction to Strengthen Neuroscience Pipeline • Proposed acquisition adds robust pipeline of assets focused on best-in-class potential for psychiatric and neurological disorders where significant unmet needs remain • Cerevel’s clinical-stage pipeline complements AbbVie’s current on-market portfolio and em |
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| November 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 01, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporatio |
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| November 1, 2023 |
Exhibit 99.1 Cerevel Therapeutics Reports Third Quarter 2023 Financial Results and Business Updates Raised $499 million of net proceeds from public offering of common stock, expected to support operations into 2026 2024 data readout timelines for emraclidine, darigabat, and tavapadon remain on track Tavapadon investor webcast scheduled for December 11, 2023 Conference call today at 8:00 a.m. ET CA |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREV |
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| October 18, 2023 |
CERE / Cerevel Therapeutics Holdings Inc / BC Perception Holdings, LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15678U 128 (CUSIP Number) Margaret M. Madden, Esq. Senior Vice President and Corporate Secretary, Chief Governance Counsel Pfize |
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| October 17, 2023 |
CERE / Cerevel Therapeutics Holdings Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cerevel Therapeutics Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Ti |
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| October 12, 2023 |
Cerevel Therapeutics Announces Pricing of $450 Million Public Offering of Common Stock Exhibit 99.2 Cerevel Therapeutics Announces Pricing of $450 Million Public Offering of Common Stock CAMBRIDGE, Mass., October 11, 2023 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today the pricing of its previously announced underwritten public offering of 19,728,189 sh |
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| October 12, 2023 |
19,728,189 Shares Cerevel Therapeutics Holdings, Inc. Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268235 PROSPECTUS SUPPLEMENT (to Prospectus dated November 18, 2022) 19,728,189 Shares Cerevel Therapeutics Holdings, Inc. Common Stock We are offering 19,728,189 shares of our common stock, par value $0.0001 per share (the “common stock”). Our common stock is listed on The Nasdaq Capital Market under the symbol “CERE.” On Oct |
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| October 12, 2023 |
Exhibit 1.1 Execution Version 19,728,189 Shares CEREVEL THERAPEUTICS HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT October 11, 2023 Goldman Sachs & Co. LLC As Representative of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Cerevel Therapeutics Holdings, Inc., a Delawa |
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| October 12, 2023 |
Cerevel Therapeutics Announces Proposed Public Offering of Common Stock Exhibit 99.1 Cerevel Therapeutics Announces Proposed Public Offering of Common Stock CAMBRIDGE, Mass., October 11, 2023 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has commenced an underwritten public offering of $400.0 million of shares of its common stoc |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation |
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| October 11, 2023 |
SUBJECT TO COMPLETION, DATED OCTOBER 11, 2023 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268235 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| October 11, 2023 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL TH |
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| August 2, 2023 |
Non-Employee Director Compensation Policy, as amended. Exhibit 10.2 cerevel THERAPEUTICS HOLDINGS, INC. non-employee director compensation policy (Amended: May 1, 2023) The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber mem |
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| August 2, 2023 |
Employment Agreement, dated as of May 1, 2023, between Cerevel Therapeutics, LLC and Ronald Renaud. Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2023 by and between Cerevel Therapeutics, LLC (the “Company”) and Ronald Renaud (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the Company |
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| August 2, 2023 |
Exhibit 99.1 Cerevel Therapeutics Reports Second Quarter 2023 Financial Results and Business Updates Three new executives added to leadership team: Ron Renaud, Susan Altschuller, Paul Burgess Emraclidine EMPOWER data now expected second half 2024 Darigabat ADAPT trial in panic disorder initiated Cash, cash equivalents, and marketable securities of $825.1 million as of June 30, 2023, expected to su |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) |
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| August 2, 2023 |
Employment Agreement, dated as of June 12, 2023, between Cerevel Therapeutics, LLC and Paul Burgess. Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2023 by and between Cerevel Therapeutics, LLC (the “Company”) and Paul Burgess (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the Compan |
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| August 2, 2023 |
Exhibit 10.1 WAIVER April 27, 2023 This Waiver (this “Waiver”) is made and entered into as of April 27, 2023, by and among Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investors (the “Investors”). Reference is hereby made to that certain Amended and Restated Registration and Shareholder Rights Agreement, dated as of October 27, 2020, by and among |
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| August 2, 2023 |
Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2023 by and between Cerevel Therapeutics, LLC (the “Company”) and Susan Altschuller (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the |
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| August 2, 2023 |
Form of Performance Restricted Stock Unit Award Agreement. Exhibit 10.3 PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN Name of Grantee: Target No. of Restricted Stock Units: Grant Date: Performance Period: Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “Company |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) (C |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3 |
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| May 10, 2023 |
EX-99.1 Exhibit 99.1 Cerevel Therapeutics Appoints Susan Altschuller, Ph.D. as Chief Financial Officer Susan Altschuller, Ph.D. brings financial management, investor relations, and business planning experience from leading pharmaceutical and biotechnology companies to Cerevel Dr. Altschuller to become CFO effective May 15, 2023 CAMBRIDGE, Mass. – May 10, 2023 – Cerevel Therapeutics (Nasdaq: CERE), |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (C |
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| May 3, 2023 |
Exhibit 10.1 February 21, 2023 PERSONAL AND CONFIDENTIAL Abraham Ceesay Re: Separation Agreement Dear Abe: This letter confirms your separation from employment with Cerevel Therapeutics, LLC (together with parent and subsidiary entities, the “Company”). This letter also proposes an agreement between you and the Company (the “Agreement”) under which you would receive severance benefits from the Com |
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| May 3, 2023 |
Exhibit 99.1 Cerevel Therapeutics Appoints Ron Renaud as President and Chief Executive Officer and Reports First Quarter 2023 Financial Results Ron Renaud to succeed Tony Coles, M.D. as CEO, effective June 12, 2023; Dr. Coles will continue as chairperson of the board Mr. Renaud brings more than 25 years of biotechnology leadership to Cerevel, including two prior CEO roles and strong financial and |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL T |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2023 |
CERE / Cerevel Therapeutics Holdings Inc / PERCEPTIVE ADVISORS LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cerevel Therapeutics Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Ti |
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| April 21, 2023 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Dated: April 21, 2023 PERCE |
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| April 21, 2023 |
CERE / Cerevel Therapeutics Holdings Inc / PERCEPTIVE ADVISORS LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Cerevel Therapeutics Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title o |
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| February 22, 2023 |
Exhibit 99.1 Cerevel Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Business Updates Emraclidine Phase 1 healthy elderly volunteer trial enrollment underway to support development in Alzheimer’s disease psychosis Emraclidine Phase 2 schizophrenia data readout remains on track for 1H 2024 Clinical trial timeline updates provided for additional lead programs Cash, cash |
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| February 22, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| February 22, 2023 |
Non-Employee Director Compensation Policy, as amended. Exhibit 10.13 cerevel THERAPEUTICS HOLDINGS, INC. non-employee director compensation policy (Amended: December 7, 2022) The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-calib |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporatio |
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| February 22, 2023 |
Power of Attorney (included on signature page of this Registration Statement). As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. |
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| February 22, 2023 |
Exhibit 10.7 CAMBRIDGE CROSSING 222 Jacobs Street CAMBRIDGE, MASSACHUSETTS Second Amendment to Lease Cerevel Therapeutics, LLC This Second Amendment to Lease (this “Second Amendment”) is made effective as of November 17, 2022 (the “Amendment Effective Date”), by and between DW Propco JK, LLC, a Delaware limited liability company (“Landlord”), and Cerevel Therapeutics, LLC, a Delaware limited liabi |
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| February 22, 2023 |
Exhibit 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following description of the capital stock of Cerevel Therapeutics Holdings, Inc. (the “Company,” “we,” “us,” and “our”) is a summary of certain provisions of our securities that are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (t |
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| February 22, 2023 |
Power of Attorney (included on signature page of Original Form 10-K). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39311 e CEREVEL THERA |
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| January 9, 2023 |
Exhibit 99.1 Cerevel Therapeutics to Present at 41st Annual J.P. Morgan Healthcare Conference and Provide Pipeline Update Initiated Phase 1 healthy volunteer trial to support development of emraclidine in Alzheimer’s disease psychosis in Q4 2022; second potential indication as a once-daily treatment Phase 2 proof-of-concept darigabat panic disorder trial to be initiated in Q2 2023 Multiple data re |
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| January 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2023 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation |
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| December 19, 2022 |
Exhibit 99.1 Cerevel Therapeutics Announces Positive Results in Emraclidine Ambulatory Blood Pressure Monitoring Trial Data provide clear evidence that emraclidine does not induce an increase in blood pressure with chronic dosing in people living with schizophrenia Emraclidine demonstrated a mean change from baseline in 24-hour ambulatory systolic blood pressure at week eight of -2.7 mmHg for 10 m |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporatio |
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| November 16, 2022 |
CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 VIA EDGAR November 16, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Cerevel Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-3 Filed November 8, 2022 File No. 333-268235 Ladies and Gentlemen: Pu |
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| November 8, 2022 |
Exhibit 4.8 CEREVEL THERAPEUTICS HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trus |
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| November 8, 2022 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 10, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Com |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporatio |
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| November 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| November 8, 2022 |
As filed with the Securities and Exchange Commission on November 8, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 8, 2022 Registration No. |
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| November 8, 2022 |
Exhibit 99.1 Cerevel Therapeutics Reports Third Quarter 2022 Financial Results and Business Updates Completed $599 million dual convertible debt and equity financing to advance a robust neuroscience therapeutics pipeline Initiated EMPOWER-3, a 52-week open-label extension trial of emraclidine in people with schizophrenia Received FDA Fast Track designation for emraclidine in Alzheimer’s disease ps |
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| November 8, 2022 |
Exhibit 4.9 CEREVEL THERAPEUTICS HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and T |
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| August 18, 2022 |
CERE / Cerevel Therapeutics Holdings Inc / BC Perception Holdings, LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| August 16, 2022 |
Exhibit 4.1 CEREVEL THERAPEUTICS HOLDINGS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 16, 2022 2.50% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Fo |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) |
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| August 12, 2022 |
7,250,000 Shares of Common Stock Cerevel Therapeutics Holdings, Inc. Filed Pursuant to Rule 424(b)(5) Registration No. 333-260945 PROSPECTUS SUPPLEMENT NO. 1 (to Preliminary Prospectus Supplement, dated August 10, 2022) 7,250,000 Shares of Common Stock Cerevel Therapeutics Holdings, Inc. This prospectus supplement no. 1 (this ?prospectus supplement?) amends and supplements our preliminary prospectus supplement, dated August 10, 2022 (the ?preliminary prospectus sup |
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| August 12, 2022 |
Exhibit 99.2 Cerevel Therapeutics Announces Pricing of $300 Million Private Offering of Convertible Senior Notes and Concurrent $254 Million Public Offering of Common Stock CAMBRIDGE, Mass., August 12, 2022 (GLOBE NEWSWIRE) ? Cerevel Therapeutics Holdings, Inc. (?Cerevel?, ?we?, ?us? or ?our?) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseas |
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| August 12, 2022 |
7,250,000 Shares Cerevel Therapeutics Holdings, Inc. Common Stock 424B5 1 d312777d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-260945 PROSPECTUS SUPPLEMENT (to Prospectus dated November 22, 2021) 7,250,000 Shares Cerevel Therapeutics Holdings, Inc. Common Stock We are offering 7,250,000 shares of our common stock, par value $0.0001 per share (the “common stock”). Our common stock is listed on The Nasdaq Capital Market u |
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| August 12, 2022 |
Cerevel Therapeutics Announces Proposed Public Offering of Common Stock Exhibit 99.3 Cerevel Therapeutics Announces Proposed Public Offering of Common Stock CAMBRIDGE, Mass., August 10, 2022 (GLOBE NEWSWIRE) ? Cerevel Therapeutics Holdings, Inc. (?Cerevel?, ?we?, ?us? or ?our?) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has commenced an underwritten public offering of $250.0 mill |
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| August 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) |
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| August 12, 2022 |
EX-99.4 7 d390163dex994.htm EX-99.4 Exhibit 99.4 Cerevel Therapeutics Announces Pricing of $254 Million Public Offering of Common Stock and Concurrent $300 Million Private Offering of Convertible Senior Notes CAMBRIDGE, Mass., August 12, 2022 (GLOBE NEWSWIRE) — Cerevel Therapeutics Holdings, Inc. (“Cerevel”, “we”, “us” or “our”) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of th |
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| August 12, 2022 |
Cerevel Therapeutics Announces Proposed Private Offering of Convertible Senior Notes Exhibit 99.1 Cerevel Therapeutics Announces Proposed Private Offering of Convertible Senior Notes CAMBRIDGE, Mass., August 10, 2022 (GLOBE NEWSWIRE) ? Cerevel Therapeutics Holdings, Inc. (?Cerevel?, ?we?, ?us? or ?our?) (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has commenced a private offering of $250.0 mill |
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| August 12, 2022 |
Exhibit 1.1 Execution Version 7,250,000 Shares CEREVEL THERAPEUTICS HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT August 11, 2022 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC Jefferies LLC Evercore Group L.L.C. As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Gold |
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| August 10, 2022 |
SUBJECT TO COMPLETION, DATED AUGUST 10, 2022 424B5 1 d312777d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-260945 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying pros |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| August 1, 2022 |
Exhibit 99.1 Cerevel Therapeutics Reports Second Quarter 2022 Financial Results and Business Updates Initiated two parallel, adequately-powered Phase 2 trials of emraclidine in schizophrenia with data expected 1H 2024 Phase 1 trial of emraclidine to be initiated by year-end to support future development in Alzheimer?s disease psychosis Panic disorder selected as second indication for darigabat, pl |
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| August 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 01, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) |
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| June 15, 2022 |
EX-3.1 2 d291012dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF CEREVEL THERAPEUTICS HOLDINGS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) (C |
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| June 15, 2022 |
Cerevel Therapeutics Announces Updates to its Board of Directors Exhibit 99.1 Cerevel Therapeutics Announces Updates to its Board of Directors CAMBRIDGE, Mass. ? June 15, 2022 ? Cerevel Therapeutics (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has appointed Suneet Varma to serve as a member of its board of directors. Mr. Varma succeeds Morris Birnbaum, M.D., Ph.D., who annou |
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| May 20, 2022 |
CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 VIA EDGAR May 20, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Cerevel Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-3 Filed May 10, 2022 File No. 333-264812 Ladies and Gentlemen: Pursuant to |
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| May 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (C |
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| May 10, 2022 |
Exhibit 99.1 Cerevel Therapeutics Reports First Quarter 2022 Financial Results and Business Updates On track to initiate two parallel adequately-powered Phase 2 trials of emraclidine in schizophrenia by mid-year 2022 Data for the darigabat Phase 2 proof-of-concept trial in focal epilepsy now expected mid-year 2023, revised from 2H 2022 $550.9M in cash, cash equivalents and marketable securities as |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| May 10, 2022 |
Power of Attorney (included on the signature page). Table of Contents As filed with the Securities and Exchange Commission on May 10, 2022 Registration No. |
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| April 28, 2022 |
DEFA14A 1 d328017ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 7, 2022 |
CERE / Cerevel Therapeutics Holdings Inc / PFIZER INC - SC 13D/A Activist Investment CUSIP NO: 15678U 128 Page 1 of 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 3, 2022 |
CERE / Cerevel Therapeutics Holdings Inc / BC Perception Holdings, LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| March 1, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| March 1, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerevel Therapeutics Holdings, Inc. |
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| March 1, 2022 |
Non-Employee Director Compensation Policy, as amended. Exhibit 10.12 cerevel THERAPEUTICS HOLDINGS, INC. non-employee director compensation policy (Amended: December 8, 2021) The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-calib |
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| March 1, 2022 |
Exhibit 99.1 Cerevel Therapeutics Provides Update on Pipeline Progress along with Fourth Quarter and Full Year 2021 Financial Results Announced positive results from Phase 1 healthy volunteer trial of darigabat in acute anxiety On track to initiate two parallel adequately-powered Phase 2 trials of emraclidine in schizophrenia by mid-year 2022 Multiple late-stage clinical readouts expected in the n |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39311 e CEREVEL THERA |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 01, 2022 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) |
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| March 1, 2022 |
Exhibit 4.1 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following description of the capital stock of Cerevel Therapeutics Holdings, Inc. (the ?Company,? ?we,? ?us,? and ?our?) is a summary of certain provisions of our securities that are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (t |
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| November 18, 2021 |
CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge MA 02141 VIA EDGAR November 18, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Cerevel Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-3 Filed November 10, 2021 File No. 333-260945 Ladies and Gentlemen: P |
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| November 10, 2021 |
Up to 42,437,330 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock This prospectus supplement no. 10 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registration State |
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| November 10, 2021 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM November 10, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Com |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 10, 2021 Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021 Registration No. |
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| November 10, 2021 |
Exhibit 4.8 CEREVEL THERAPEUTICS HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trus |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporatio |
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| November 10, 2021 |
Exhibit 10.1 September 19, 2021 PERSONAL AND CONFIDENTIAL Kathy Yi Re: Separation Agreement Dear Kathy: This letter confirms your separation from employment with Cerevel Therapeutics, LLC (together with parent and subsidiary entities, the ?Company?). This letter also proposes an agreement between you and the Company (the ?Agreement?) under which you would remain employed by the Company during a tr |
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| November 10, 2021 |
Exhibit 4.9 CEREVEL THERAPEUTICS HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and T |
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| November 10, 2021 |
EX-99.1 2 cere-ex991.htm EX-99.1 Exhibit 99.1 Cerevel Therapeutics Reports Third Quarter 2021 Financial Results and Pipeline Updates Phase 1 data for darigabat in acute anxiety now expected by the end of Q1 2022 Submissions of additional PK/PD data for CVL-231 in schizophrenia accepted for presentation at the Annual Meeting of the American College of Neuropsychopharmacology Conference call and web |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 10, 2021 Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021 Registration Statement No. |
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| September 21, 2021 |
Exhibit 99.1 Cerevel Therapeutics Announces Departure of CFO Kathy Yi Current Chief Accounting Officer Mark Bodenrader named as interim CFO Search underway for permanent successor CAMBRIDGE, Mass. ? September 21, 2021 ? Cerevel Therapeutics (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that Kathy Yi has resigned her pos |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporati |
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| September 21, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 9 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| September 17, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of Amendment No. 2 to Statement on Schedule 13D (including subsequent amendments thereto) with respect to the common stock, par value $0.0001 per share, of Cerevel Therapeutics Holdings, Inc. and further agree that this Joi |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15678U 128 (CUSIP Number) Margaret M. Madden, Esq. Senior Vice President and Corporate Secretary, Chief Governance Counsel Pfize |
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| August 11, 2021 |
Exhibit 99.1 Cerevel Therapeutics Reports Second Quarter 2021 Financial Results and Business Updates Announced positive topline results for CVL-231 in Phase 1b trial in schizophrenia Raised $328 million in net proceeds from follow-on offering of common stock and announced redemption of outstanding public warrants Received Fast Track designation and initiated screening in Phase 2a trial of CVL-871 |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) |
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| August 11, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 8 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 8 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| July 30, 2021 |
EX-99.2 3 d120918dex992.htm EX-99.2 Exhibit 99.2 BY FIRST CLASS MAIL July 30, 2021 NOTICE OF REDEMPTION TO THE HOLDERS OF CEREVEL THERAPEUTICS HOLDINGS, INC. PUBLIC WARRANTS (CUSIP No. 15678U102)* NOTICE IS HEREBY GIVEN, as of July 30, 2021, that Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) has elected to redeem, on August 30, 2021 (the “Redemption Date”), all of the |
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| July 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) ( |
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| July 30, 2021 |
Cerevel Therapeutics Announces Redemption of Public Warrants EX-99.1 2 d120918dex991.htm EX-99.1 Exhibit 99.1 Cerevel Therapeutics Announces Redemption of Public Warrants CAMBRIDGE, Mass., July 30, 2021 – Cerevel Therapeutics (Nasdaq: CERE; CEREW) (the “Company”), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, today announced that on August 30, 2021 at 5:00 p.m. ET, it will redeem all of its outstanding public w |
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| July 30, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 7 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| July 9, 2021 |
CERE / Cerevel Therapeutics Holdings Inc / BC Perception Holdings, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240. |
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| July 9, 2021 |
EXHIBIT C LOCK-UP AGREEMENT June , 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Jefferies LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Jefferies LLC 520 Madison Avenue New York, New Y |
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| July 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15678U 128 (CUSIP Number) Margaret M. Madden, Esq. Senior Vice President and Corporate Secretary, Chief Governance Counsel Pfize |
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| July 2, 2021 |
Co-Managers Loop Capital Markets Siebert Williams Shank Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-257505 Prospectus 14,000,000 shares Common stock We are offering 14,000,000 shares of our common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol ?CERE.? The last reported sale price of our common stock on the Nasdaq Capital Market on July 1, 2021 was $26.85. We are an ?emerging growth company? a |
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| July 2, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 6 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| July 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) (C |
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| July 2, 2021 |
Cerevel Therapeutics Announces Pricing of $350 Million Public Offering of Common Stock Cerevel Therapeutics Announces Pricing of $350 Million Public Offering of Common Stock CAMBRIDGE, Mass. |
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| June 29, 2021 |
[Remainder of page intentionally left blank] CORRESP 1 filename1.htm June 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Irene Paik Re: Cerevel Therapeutics Holdings, Inc. Registration Statement on Form S-1 (File No. 333-257505) Ladies and Gentleman: In connection with the above-referenced Registration Statement and pursuant to Rule 461 under the Securit |
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| June 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) ( |
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| June 29, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 5 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| June 29, 2021 |
As filed with the Securities and Exchange Commission on June 29, 2021. Table of Contents As filed with the Securities and Exchange Commission on June 29, 2021. |
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| June 29, 2021 |
Form of Underwriting Agreement Exhibit 1.1 [?] Shares CEREVEL THERAPEUTICS HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT [?], 2021 [?], 2021 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC Jefferies LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New |
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| June 29, 2021 |
EX-99.2 3 d158663dex992.htm EX-99.2 Transforming the Possible in Neuroscience Topline Data for Phase 1b Trial of CVL-231 in Schizophrenia June 2021 Exhibit 99.2 Forward-Looking Statements This presentation 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 s |
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| June 29, 2021 |
Exhibit 99.1 Cerevel Therapeutics Announces Positive Topline Results for CVL-231 in Phase 1b Clinical Trial in Patients with Schizophrenia Both doses of CVL-231 demonstrated a clinically meaningful and statistically significant improvement in PANSS Total score at 6 weeks and were overall well-tolerated compared with placebo 30 mg of CVL-231 once daily improved PANSS Total score at 6 weeks by 12.7 |
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| June 29, 2021 |
CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge, MA 02141 CORRESP 1 filename1.htm CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge, MA 02141 VIA EDGAR June 29, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Paik Re: Cerevel Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 Filed June 29, 2021 Fi |
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| June 16, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) ( |
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| June 16, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 4 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| June 10, 2021 |
CERE / Cerevel Therapeutics Holdings Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ?.11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) CEREVEL THERAPEUTICS HOLDINGS (Name of Issuer) COMMON STOCK (Title of Class of Securities) 15678U128 (CUSIP Number) May 31, 2021 (Date of Event Which Requires Filing of t |
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| May 27, 2021 |
DRS 1 filename1.htm Table of Contents Confidential Treatment Requested by Cerevel Therapeutics Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on May 27, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Re |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| May 17, 2021 |
Exhibit 10.5 cerevel THERAPEUTICS HOLDINGS, INC. non-employee director compensation policy (Amended: April 8, 2021) The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber m |
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| May 17, 2021 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of April 20, 2021 by and between Cerevel Therapeutics, LLC (the ?Company?) and Scott M. Akamine (the ?Executive?). WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the C |
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| May 17, 2021 |
EX-10.2 3 cere-ex102421.htm EX-10.2 Exhibit 10.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. FUNDING AGREEMENT This Funding Agreement (this “Agreement”) is entered into as of April 12, |
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| May 17, 2021 |
Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. FUNDING AGREEMENT This Funding Agreement (this ?Agreement?) is entered into as of April 12, 2021 (the ?Effective Date?), betwee |
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| May 17, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 3 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39311 85-3911080 (State or Other Jurisdiction of Incorporation) (C |
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| May 17, 2021 |
Exhibit 99.1 Cerevel Therapeutics Reports First Quarter 2021 Financial Results and Business Updates Announced strategic $125 million non-dilutive financing for tavapadon Welcomed Abraham Ceesay as President Appointed Scott Akamine as Chief Legal Officer Phase 1b trial for CVL-231 in schizophrenia on track for data mid-year 2021 Phase 1 acute anxiety data for darigabat now expected in the fourth qu |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 28, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 21, 2021 |
Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of April 13, 2021 by and between |
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| April 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) |
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| April 21, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 2 (this ?prospectus supplement?) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the ?Prospectus?) whic |
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| April 21, 2021 |
Cerevel Therapeutics Appoints Abraham N. Ceesay as President EX-99.1 3 d161452dex991.htm EX-99.1 Exhibit 99.1 Cerevel Therapeutics Appoints Abraham N. Ceesay as President CAMBRIDGE, Mass. – April 21, 2021 – Cerevel Therapeutics, a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, today announced the appointment of Abraham N. Ceesay to the newly-created role of president, effective May 3, 2021. Mr. Ceesay brings nearl |
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| April 13, 2021 |
EX-99.1 2 d129321dex991.htm EX-99.1 Exhibit 99.1 Cerevel Therapeutics Announces Strategic $125 Million Non-Dilutive Financing Transaction for Tavapadon Risk-sharing arrangement with NovaQuest and Bain Capital will fund the full tavapadon Phase 3 development program for Parkinson’s disease through planned NDA submission Data readouts from tavapadon Phase 3 TEMPO program expected beginning in the fi |
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| April 13, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated March 25, 2021) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 1 (this “prospectus supplement”) amends and supplements the prospectus dated March 25, 2021 (as supplemented or amended from time to time, the “Prospectus” |
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| April 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) |
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| April 9, 2021 |
OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1*) CEREVEL THERAPEUTICS HOLDINGS (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) March 31, 2021 (Date of Event Which Requires Filing of |
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| March 26, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of up to an aggregate of 4,983,333 shares of our common stock that may be issued upon exercise of warrants to purchase common stock at an exercise price of $11.50 per share (the ?pub |
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| March 24, 2021 |
Exhibit 99.1 Cerevel Therapeutics Provides Update on Pipeline Progress along with Fourth Quarter and Full Year 2020 Financial Results Data readout of Phase 1b trial of CVL-231 in patients with schizophrenia now expected mid-year 2021 IND submitted for CVL-871 in dementia-related apathy Conference call and webcast scheduled for today at 8:00 AM EDT CAMBRIDGE, Mass., Mar. 24, 2021 ? Cerevel Therapeu |
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| March 24, 2021 |
EX-2.1 2 cere-ex21373.htm EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG ARYA SCIENCES ACQUISITION CORP II, CASSIDY MERGER SUB 1, INC., AND CEREVEL THERAPEUTICS, INC. DATED AS OF JULY 29, 2020 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 18 Section 2.1 Closing Transactions 18 Section 2.2 Closing of the Transacti |
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| March 24, 2021 |
EX-10.1 7 cere-ex101369.htm EX-10.1 Exhibit 10.1 Confidential SUBSCRIPTION AGREEMENT ARYA Sciences Acquisition Corp II 51 Astor Place, 10th Floor New York, New York 10002 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exe |
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| March 24, 2021 |
Exhibit 2.2 EXECUTION VERSION AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of October 2, 2020 (this ?Amendment?), to the BUSINESS COMBINATION AGREEMENT (the ?Agreement?), dated as of July 29, 2020, by and among ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company (?ARYA?), Cassidy Merger Sub 1, Inc., a Delaware c |
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| March 24, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 24, 2021 Registration Statement No. |
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| March 24, 2021 |
EX-4.3 6 cere-ex43376.htm EX-4.3 Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Cerevel Therapeutics Holdings, Inc. (the “Company,” “we,” “us,” and “our”) is a summary of certain provisions of the securities that are registered under Section 12 of the Securities and Ex |
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| March 24, 2021 |
EX-3.1 4 cere-ex31371.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CEREVEL THERAPEUTICS HOLDINGS, INC. ARTICLE I The name of the Corporation is Cerevel Therapeutics Holdings, Inc. (hereinafter called the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name |
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| March 24, 2021 |
EX-10.7 8 cere-ex107375.htm EX-10.7 Exhibit 10.7 CEREVEL THERAPEUTICS HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, non‐employee directors and consultants of Cerevel Thera |
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| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39311 CEREVEL THERAPE |
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| March 24, 2021 |
EX-3.2 5 cere-ex32370.htm EX-3.2 Exhibit 3.2 BY-LAWS OF CEREVEL THERAPEUTICS HOLDINGS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which |
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| March 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 85-3911080 (State or other jurisdiction of incorporation) |
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| February 12, 2021 |
OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) CEREVEL THERAPEUTICS HOLDINGS (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14875P206 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing |
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| January 21, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jurisdiction of incorpora |
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| January 21, 2021 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated December 4, 2020) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement no. 2 (this “prospectus supplement”) amends and supplements the prospectus dated December 4, 2020 (as supplemented or amended from time to time, the “Prospec |
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| January 21, 2021 |
EX-10.1 Exhibit 10.1 WAIVER January 20, 2021 This Waiver (this “Waiver”) is made and entered into as of January 20, 2021, by and among Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investors (the “Investors”). Reference is hereby made to that certain Amended and Restated Registration and Shareholder Rights Agreement (the “Agreement”), dated as of |
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| January 21, 2021 |
EX-99.1 Exhibit 99.1 Cerevel Therapeutics Announces the Appointments of Deval Patrick and Deborah Baron to its Board of Directors Cambridge, Mass. – January 21, 2021 – Cerevel Therapeutics, a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has appointed the Honorable Deval Patrick and Deborah Baron to serve as independent members o |
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| January 4, 2021 |
EX-99.3 Exhibit 99.3 CEREVEL THERAPEUTICS HOLDINGS, INC. AMENDED AND RESTATED 2020 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Cerevel Therapeutics Holdings, Inc. Amended and Restated 2020 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Cerevel Therapeutics Holdings, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities |
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| January 4, 2021 |
S-8 As filed with the Securities and Exchange Commission on January 4, 2021 Registration No. |
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| December 9, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jurisdiction of incorpora |
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| December 9, 2020 |
Non-Employee Director Compensation Policy Exhibit 10.1 CEREVEL THERAPEUTICS HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (Amended: December 4, 2020) The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-calibe |
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| December 9, 2020 |
Cerevel Therapeutics Announces the Appointment of Dr. Ruth McKernan to its Board of Directors EX-99.1 Exhibit 99.1 Cerevel Therapeutics Announces the Appointment of Dr. Ruth McKernan to its Board of Directors CAMBRIDGE, Mass.– December 8, 2020 – Cerevel Therapeutics (Nasdaq: CERE), a company dedicated to unraveling the mysteries of the brain to treat neuroscience diseases, announced today that it has added Ruth McKernan, Ph.D., CBE, FMedSci, to serve as an independent member of its Board o |
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| December 9, 2020 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated December 4, 2020) Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus supplement amends and supplements the prospectus dated December 4, 2020 (as supplemented or amended from time to time, the ?Prospectus?) which forms a part of our Registratio |
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| December 4, 2020 |
Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-250964 PROSPECTUS Up to 42,437,330 Shares of Common Stock 166,333 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of up to an aggregate of 4,983,333 shares of our common stock that may be issued upon exercise of warrants to purchase common stock at an exercise price of $11.50 per share (th |
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| December 2, 2020 |
CORRESP CEREVEL THERAPEUTICS HOLDINGS, INC. 222 Jacobs Street, Suite 200 Cambridge, MA 02141 VIA EDGAR December 2, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: David Gessert Re: Cerevel Therapeutics Holdings, Inc. Acceleration Request for Registration Statement on Form S-1 Filed November 25, 2020 File No. 3 |
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| November 25, 2020 |
Power of Attorney (included on the signature page). S-1 Table of Contents As filed with the Securities and Exchange Commission on November 25, 2020 Registration Statement No. |
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| November 25, 2020 |
EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Cerevel Therapeutics, Inc. Delaware Cerevel Therapeutics, LLC Delaware Cerevel MA Securities Corp. Massachusetts |
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| November 20, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2020 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jurisdiction of incorpor |
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| November 20, 2020 |
EX-16.1 Exhibit 16.1 November 20, 2020 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of Cerevel Therapeutics Holdings, Inc. (formally known as ARYA Sciences Acquisition Corp II) under Item 4.01 of its Form 8-K dated November 20, 2020. We agree with the statements concerning our Firm under |
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| November 16, 2020 |
EX-99.3 Exhibit 99.3 CEREVEL THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts and per share data) (Unaudited) December 31, 2019 September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 79,551 $ 12,808 Prepaid expenses and other current assets 7,526 3,076 Total current assets 87,077 15,884 Property and equipment, net 1,476 16,620 Operating le |
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| November 16, 2020 |
Financial Statements and Exhibits - 8-K/A 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jur |
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| November 16, 2020 |
CEREVEL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF EX-99.2 Exhibit 99.2 CEREVEL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Cerevel’s financial condition and results of operations together with the section entitled “Selected Historical Financial Information of Cerevel” and Cerevel’s audited consolidated financial statements and notes thereto and un |
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| November 16, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet of Cerevel Therapeutics Holdings, Inc. (“New Cerevel”) as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations of New Cerevel for the year ended December 31, 2019 and for the nine months ended September 30, 202 |
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| November 16, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jurisdiction of incorpor |
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| November 16, 2020 |
EX-99.1 Exhibit 99.1 Cerevel Therapeutics Announces Third Quarter 2020 Financial Results and Key Business Highlights Participants dosed in clinical trials for lead programs in schizophrenia, epilepsy, anxiety and Parkinson’s disease Debuted as publicly traded entity under symbol CERE Net proceeds of approximately $440 million raised from completed business combination transaction with ARYA Science |
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| November 16, 2020 |
Exhibit 10.18 Orly Mishan Chief Business Officer August 18, 2019 Dear Mark: We are very pleased to extend you this offer of employment with Cerevel Therapeutics, LLC (the ?Company?). You will play a key role in the stand-up of what we intend to be the preeminent Neuro/NeuroPsych drug development company and we are excited about your joining the team. The following are the basic terms of your propo |
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| November 16, 2020 |
Exhibit 10.21 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of November 8, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Bryan Phillips (the "Executive"). WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39311 CEREVEL THERAPEUTICS HOLDINGS, INC. |
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| November 16, 2020 |
Exhibit 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of June 25, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Orly Mishan (the "Executive"). WHEREAS, the Executive possesses certain experience and expe1iise that qualifies her to provide the direction and leadership required by the Company; and WHEREAS, the Company desires |
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| November 16, 2020 |
Exhibit 10.23 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 9, 2019 by and between Cerevel Therapeutics, LLC (the "Company") and Kathy Yi (the "Executive"). WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and WHEREAS, the Company desires to em |
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| November 16, 2020 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 1,2019 by and between Cerevel Therapeutics, LLC (the "Company") and Kenneth DiPietro (the "Executive"). WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and WHEREAS, the Company desi |
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| November 16, 2020 |
Exhibit 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 07, 2020 by and between Cerevel Therapeutics, LLC (the “Company”) and Kathleen Tregoning (the “Executive”) WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and WHEREAS, the |
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| November 6, 2020 |
Exhibit 1 SUBSCRIPTION AGREEMENT ARYA Sciences Acquisition Corp II 51 Astor Place, 10th Floor New York, New York 10002 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement” is being entered into as of the date set forth on the signature page hereto, by and between ARYA Sciences Acquisition Corp II, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“ARYA”). |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CEREVEL THERAPEUTICS HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15678U 128 (CUSIP Number) Margaret M. Madden, Esq. Senior Vice President and Corporate Secretary, Chief Governance Counsel Pfizer Inc. 235 East 42n |
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| November 4, 2020 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| November 2, 2020 |
EX-10.5 Exhibit 10.5 LEASE THIS INSTRUMENT IS A LEASE, dated as of January 18th, 2019, in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) located at 131 Dartmouth Street, Boston, Massachusetts. The parties to this instrument hereby agree with each other as follows: ARTICLE I BASIC LEASE PROVISIONS 1.1 INTRODUCTION. Th |
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| November 2, 2020 |
EX-10.14 Exhibit 10.14 CEREVEL THERAPEUTICS HOLDINGS, INC. SEVERANCE BENEFITS POLICY FOR SPECIFIED C-SUITE EXECUTIVES (Adopted: October 27, 2020) I. Purpose Cerevel Therapeutics Holdings, Inc. (the “Company”) hereby establishes an unfunded severance benefits policy (the “Policy”). The purpose of this Policy is to provide Covered Employees with certain severance benefits if they experience a qualif |
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| November 2, 2020 |
EX-10.17 Exhibit 10.17 CEREVEL THERAPEUTICS HOLDINGS, INC. FORM OF INDEMNIFICATION AGREEMENT (OFFICERS) This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individua |
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| November 2, 2020 |
Non-Employee Director Compensation Policy. EX-10.15 Exhibit 10.15 CEREVEL THERAPEUTICS HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (Adopted: October 27, 2020) The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, h |
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| November 2, 2020 |
EX-10.6 Exhibit 10.6 CAMBRIDGE CROSSING (PARCEL JK) LEASE FOR CEREVEL THERAPEUTICS, LLC FOR A PORTION OF THE BUILDING KNOWN AS 222 JACOBS STREET CAMBRIDGE, MASSACHUSETTS Cerevel Therapeutics, LLC 222 JACOBS STREET CAMBRIDGE, MASSACHUSETTS TABLE OF CONTENTS ARTICLE 1. BASIC TERMS AND EXHIBITS 1 1. Defined Terms 1 2. Exhibits 9 ARTICLE 2. PREMISES AND APPURTENANT RIGHTS 10 2.1. Lease of Premises 10 |
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| November 2, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet of Cerevel Therapeutics Holdings, Inc. (“New Cerevel”) as of June 30, 2020 and the unaudited pro forma condensed combined statements of operations of New Cerevel for the year ended December 31, 2019 and for the six months ended June 30, 2020 present t |
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| November 2, 2020 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG CEREVEL THERAPEUTICS HOLDINGS, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF OCTOBER 27, 2020 TABLE OF CONTENTS Article I EFFECTIVENESS 2 1.1. Effectiveness 2 Article II DEFINITIONS 2 2.1. Definitions 2 2.2. Other Interpretive Provisions 8 Article III REGISTRATION RIGHTS 9 3.1. Demand Registra |
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| November 2, 2020 |
EX-10.16 Exhibit 10.16 CEREVEL THERAPEUTICS HOLDINGS, INC. FORM OF INDEMNIFICATION AGREEMENT (DIRECTORS) This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individu |
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| November 2, 2020 |
EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2018 by and between Cerevel Therapeutics, LLC (the “Company”) and Dr. N. Anthony Coles, Jr. (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and WH |
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| November 2, 2020 |
EX-10.13 Exhibit 10.13 CEREVEL THERAPEUTICS HOLDINGS, INC. SENIOR EXECUTIVE CASH ANNUAL INCENTIVE PLAN (Adopted: October 27, 2020) 1. Purpose This Senior Executive Cash Annual Incentive Plan (the “AIP”) is intended to provide a performance-based incentive for pre-identified business results and to also further motivate eligible executives of Cerevel Therapeutics Holdings, Inc. (the “Company”) and |
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| November 2, 2020 |
EX-10.12 Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2019 by and between Cerevel Therapeutics, LLC (the “Company”) and John Renger (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and WHEREAS, the Compan |
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| November 2, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2020 CEREVEL THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39311 98-1533670 (State or other jurisdiction of incorpora |
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| November 2, 2020 |
EX-10.8 Exhibit 10.8 INCENTIVE STOCK OPTION AGREEMENT UNDER THE CEREVEL THERAPEUTICS HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Expiration Date: Pursuant to the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Cerevel Therapeutics Holdings, Inc. (the “C |
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| November 2, 2020 |
EX-10.11 Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2018 by and between Cerevel Therapeutics, LLC (the “Company”) and Ramiro Sanchez (the “Executive”). WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and WHEREAS, the |
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| October 26, 2020 |
Submission of Matters to a Vote of Security Holders - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2020 ARYA SCIENCES ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39311 98-1533670 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
