ACAD Acadia Pharmaceuticals Inc

On September 17, 2019, ACADIA Pharmaceuticals Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale and issuance of 6,250,000 shares of the Company’s common stock. The price to the public in this offering was $40.00 per share. The net proceeds to the Company from this offering are expected to be approximately $235.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is scheduled to close on or about September 20, 2019, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 937,500 additional shares of common stock.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The offering was made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-228546), which became automatically effective upon filing with the Securities and Exchange Commission on November 26, 2018, and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

On September 17, 2019, the Company issued a press release announcing that it had commenced the offering and a press release announcing that it had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.