Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-237452
The
information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these
securities, and we are not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale
is not permitted.
SUBJECT
TO COMPLETION, DATED NOVEMBER 12, 2020
PRELIMINARY
PROSPECTUS SUPPLEMENT
(To
Prospectus dated May 5, 2020)
Shares
Common
Stock
We
are offering shares of our common stock in this offering. Our common
stock is listed on The Nasdaq Stock Market, or Nasdaq, under the symbol “SAVA.” On November 11, 2020, the last reported
sale price of our common stock on Nasdaq was $10.86 per share.
Investing
in our common stock involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and page
4 of the accompanying prospectus, and in the risks discussed under similar headings in the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use
in connection with this offering.
Neither
the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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Per
Share
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Total
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Price to public
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$
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$
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Underwriting discounts and commissions(1)
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$
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$
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Proceeds to us (before expenses)
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$
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$
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(1)
See “Underwriting” beginning on page S-11 for additional information regarding the compensation payable to the underwriters.
We
have granted an option to the underwriters for a period of 30 days to purchase up to an additional shares on the same terms and conditions set forth above. If the underwriters exercise the option in full, the total proceeds to
us, before expenses, will be approximately $ .
The
underwriters expect to deliver the shares against payment on or about ,
2020.
Sole
Book-Running Manager
Cantor
The
date of this prospectus supplement is , 2020.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus is part of a registration statement that we have filed with the Securities
and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under the shelf registration process,
we may offer shares of our common stock having an aggregate offering price of up to $200,000,000 from time to time. The shelf
registration statement was initially filed with the SEC on March 27, 2020, and was declared effective by the SEC on May 5, 2020.
We
provide information to you about this offering of shares of our common stock in two separate documents that are bound together:
(1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus,
which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,”
we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying
base prospectus, you should rely on this prospectus supplement. However, if any statement in one of these documents is inconsistent
with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus—the
statement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition,
results of operations and prospects may have changed since the earlier dates.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus and in any free writing prospectus
that we may authorize for use in connection with this offering. We have not, and the underwriters have not, authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We and the underwriters are offering to sell, and soliciting offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted and are not offering to sell or soliciting offers to buy our securities in any jurisdiction
in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified
to do so or to anyone to whom it is unlawful to make an offer or solicitation. The distribution of this prospectus and the offering
of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and
the distribution of this prospectus outside the United States. You should assume that the information appearing in this prospectus,
the documents incorporated by reference into this prospectus, and in any free writing prospectus that we may authorize for use
in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition,
results of operations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated
by reference into this prospectus, and any free writing prospectus that we may authorize for use in connection with this offering,
in their entirety before making an investment decision. You should also read and consider the information in the documents to
which we have referred you in the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation
of Certain Documents By Reference.”
This
prospectus supplement, the accompanying base prospectus and the documents we incorporate by reference contain and reference certain
market data and industry statistics and forecasts that are based on Company-sponsored studies, independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or
completeness of this information and we have not verified any of this data. Further, many of these statements involve risks and
uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in
this prospectus supplement and the accompanying base prospectus and under similar headings in the documents incorporated by reference
herein and therein. Accordingly, investors should not place undue reliance on this information.
For
purposes of this prospectus, references to the terms “Cassava Sciences,” “the company,” “we,”
“us” and “our” refer to Cassava Sciences, Inc., unless the context otherwise requires. This prospectus
and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by us
or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus are
the property of their respective owners.
Additionally,
unless otherwise stated or the context requires otherwise, all information in this prospectus supplement assumes that the option
to purchase up to additional shares of common stock that we have granted to the underwriters
is not exercised.
STATEMENT
REGARDING FORWARD-LOOKING INFORMATION
This
prospectus and the documents incorporated by reference in this prospectus include statements about future events and expectations
that constitute forward-looking statements. Such forward-looking statements include, without limitation, statements concerning
regulatory filings, development activity and capital expenditures, and capital raising activities. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements
involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements
to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such
factors include, among other things, unanticipated adverse business developments and adverse changes in general and local economies
and business conditions. Although we believe that the assumptions underlying such forward-looking statements are reasonable, any
of the assumptions could be inaccurate, and therefore such statements may not prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded
as a representation by us or any other person that the results or conditions described in such statements or our objectives and
plans will be achieved.
The
following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking
statements:
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our
ability to initiate, conduct or analyze studies with sumifilam (formerly known as PTI-125), or SavaDx, our lead product candidates
targeted at Alzheimer’s disease and other neurodegenerative diseases;
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the
interpretation of prior or current results of our Phase 2 clinical program of sumifilam, including any clinical measurements
of cognition;
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our
estimated timeline for publishing comprehensive clinical results of our Phase 2b study of sumifilam;
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our
intention to conduct a Phase 3 clinical program with sumifilam, the anticipated scope of Phase 3 studies and our estimated
timeline for doing so;
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our
plans to initiate a validation study of SavaDx, our investigational blood-based diagnostic, and our estimated timeline for
doing so;
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the
beneficial characteristics, safety, efficacy, and therapeutic effects of our product candidates, such as sumifilam or SavaDx;
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the
utility of protection, or the sufficiency, of our intellectual property;
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our
potential competitors or competitive products;
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expected
future sources of revenue and capital and increasing cash needs;
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our
continued reliance on third parties to conduct additional clinical studies of our product candidates, and for the manufacture
of our product candidates;
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expectations
regarding trade secrets, technological innovations, licensing agreements and outsourcing of certain business functions;
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our
expenses increasing or fluctuations in our financial or operating results;
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our
operating losses and anticipated operating and capital expenditures;
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expectations
regarding the issuance of shares of common stock to employees pursuant to equity compensation awards, net of employment taxes;
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our
ability to maintain compliance with the ongoing listing requirements for the Nasdaq Capital Market;
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the
development and maintenance of our internal systems and infrastructure;
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our
need to hire additional personnel and our ability to attract and retain such personnel;
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existing
regulations and regulatory developments in the United States and other jurisdictions;
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the
sufficiency of our current resources to continue to fund our operations;
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the
accuracy of our estimates regarding expenses, capital requirements, and needs for additional financing;
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assumptions
and estimates used for our disclosures regarding stock-based compensation; and
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the
long-term impact of the novel coronavirus first detected
in 2019 and Coronavirus Disease 2019, or COVID-19, on our operations and financial condition.
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Such
forward-looking statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating
to:
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We
are in the early stages of clinical drug development and have a limited operating history in our business targeting Alzheimer’s
disease and no products approved for commercial sale.
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We
have incurred significant net losses in each period since our inception and anticipate that we will continue to incur net
losses for the foreseeable future.
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Research
and development of biopharmaceutical products is a highly uncertain undertaking and involves a substantial degree of risk
and our business is heavily dependent on the successful development of our product candidates.
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We
will need to obtain substantial additional financing to complete the development and any commercialization of our product
candidates.
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We
may not be successful in our efforts to continue to develop product candidates or commercially successful products.
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We
may not be successful in our efforts to expand indications for product candidates.
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We
are concentrating a substantial portion of our research and development efforts on the diagnosis and treatment of Alzheimer’s
disease, an area of research that has recorded many clinical failures.
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We
may encounter substantial delays in our clinical trials or may not be able to conduct or complete our clinical trials on the
timelines we expect, if at all.
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Our
clinical trials may fail to demonstrate evidence of the safety and efficacy of our product candidates, which would prevent,
delay, or limit the scope of regulatory approval and the commercialization of our product candidates.
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We
may be unable to protect our intellectual property rights or trade secrets
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We
may be subject to third-party claims of intellectual property infringement.
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We
may not succeed in our maintenance or pursuit of licensing rights or third-party intellectual property necessary for the development
of our product candidates.
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Enacted
or future legislation or regulatory actions may adversely impact our product pricing, or limit the reimbursement we may receive
for our products.
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A
significant breakdown, security breach or interruption affecting our internal computer systems, or those used by our third-party
research collaborators, may compromise the confidentiality of our financial or proprietary information, result in material
disruptions of our products and operations and adversely affect our reputation.
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We
may be unsuccessful at hiring and retaining qualified personnel.
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Significant
issues may arise related to outsourcing of pre-clinical studies, clinical trials, and formation and manufacturing activities.
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We
may be unsuccessful in discussions with potential strategic partners for the development and commercialization of sumifilam
and SavaDx.
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We
may be adversely impacted by legislation or regulatory actions affecting product pricing, reimbursement or access.
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We
may experience adverse circumstances caused by disease epidemics or pandemics, such as COVID-19, and for which no specific
vaccine is currently available.
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Please
also refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December
31, 2019 for further information on these and other risks affecting us.
We
caution you not to place undue reliance on forward-looking statements because our future results may differ materially from those
expressed or implied by them. We do not intend to update any forward-looking statement, whether written or oral, relating to the
matters discussed in this prospectus, except as required by law.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights information contained elsewhere in this prospectus or incorporated by reference in this prospectus. This summary
does not contain all of the information that you should consider before making an investment decision. Before making an investment
decision, you should read carefully in its entirety this prospectus, including the matters discussed in “Risk Factors”
in this prospectus and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as such risk factors may be
amended, updated or modified periodically in our reports filed with the SEC and the financial data and related notes and the reports
incorporated by reference in this prospectus.
Company
Overview
Cassava
Sciences, Inc. is a clinical stage biotechnology company. Our mission is to detect and treat neurodegenerative diseases, such
as Alzheimer’s disease. Our novel science is based on stabilizing – but not removing – a critical protein in
the brain.
Over
the past 10 years, we have combined state-of-the-art technology with new insights in neurobiology to develop novel solutions for
Alzheimer’s disease and other neurodegenerative diseases. Our strategy is to leverage our unique scientific/clinical platform
to develop a first-in-class program for treating neurodegenerative diseases, such as Alzheimer’s.
We
currently have two clinical-stage biopharmaceutical assets under development:
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our
lead therapeutic product candidate, called sumifilam, for the treatment of Alzheimer’s disease; and
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our
lead investigational diagnostic product candidate, called SavaDx, to detect Alzheimer’s disease from a small sample
of blood, possibly years before the overt appearance of clinical symptoms.
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Our
scientific approach for the treatment of Alzheimer’s disease seeks to simultaneously improve both neurodegeneration
and neuroinflammation. We believe our ability to improve multiple vital functions in the brain represents a new, different and
crucial approach to address Alzheimer’s disease.
Corporate
Information
We
were incorporated in Delaware in May 1998. Our principal executive offices are located at 7801 N Capital of Texas Highway, Suite
260, Austin, TX, 78731 and our telephone number at that address is (512) 501-2444.
Additional
information regarding our company is set forth in documents on file with the SEC and incorporated by reference in this prospectus,
as described below under the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Documents by Reference.”
The
Offering
Issuer
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Cassava
Sciences, Inc., a Delaware corporation.
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Common
stock offered
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shares
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Common
stock to be outstanding immediately after this offering(1)
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shares
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Option
to purchase additional shares
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We
have granted the underwriters an option for a period of up to 30 days from the date of this prospectus supplement to purchase
up to an aggregate of additional shares of our common stock at the price set
forth on the cover page of this prospectus supplement.
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Use
of Proceeds
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We
intend to use the net proceeds, if any, from the sale of the shares that we may offer under this prospectus, after deducting
commissions and estimated offering expenses, to continue the clinical development of sumifilam, our lead drug candidate, in
patients with Alzheimer’s disease and for general corporate purposes. Pending their ultimate use, we intend to invest
the net proceeds in a variety of securities, including commercial paper, government and non-government debt securities and/or
money market funds that invest in such securities. See “Use of Proceeds.”
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Risk
Factors
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Before
deciding to invest in shares of our common stock, you should read carefully the risks set forth under the caption “Risk
Factors” beginning on page S-6 of this prospectus supplement and page 4 of the accompanying prospectus, and the risks
set forth under the caption “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and in the documents that are incorporated by reference into this prospectus for certain considerations
relevant to an investment in our common stock.
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Nasdaq
Capital Market symbol
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SAVA
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Transfer
agent and registrar
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Computershare
Shareowner Services LLC
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(1)
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Based
on 25,578,673 shares of our common stock outstanding as of September 30, 2020, and excludes, as of that date, the following:
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838,333
shares of common stock issuable upon exercise of outstanding warrants having a weighted-average exercise price of $1.25 per
share;
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2,870,017
shares of common stock issuable upon exercise of outstanding options having a weighted-average exercise price of $11.81 per
share;
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138,055
shares of common stock issuable upon the vesting and settlement of outstanding restricted stock units;
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287,188
shares of common stock reserved for issuance and available for future grant under our 2018 Omnibus Incentive Plan; and
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58,017
shares of common stock reserved for issuance and available for future grant under our Employee Stock Purchase Plan.
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RISK
FACTORS
An
investment in our common stock is subject to risk. Our business, financial condition, and results of operations could be materially
adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you
may lose all or part of your investment. Before you decide to invest in our common stock, you should carefully consider the risks
described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as such risks may be amended, updated
or modified periodically in our reports filed with the SEC, as well as the other information included in and incorporated by reference
in this prospectus.
We
have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our
management has broad discretion in the application of the net proceeds from this offering, and you will not have the opportunity
as part of your investment decision to assess whether the net proceeds are being used appropriately. Our management could spend
the net proceeds from this offering in ways that do not improve our results of operations or enhance the value of our common stock.
The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse
effect on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending
their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
If
you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.
If
you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution in the pro forma
net tangible book value per share after giving effect to this offering because the price that you pay will be substantially greater
than the pro forma net tangible book value per share of the common stock that you acquire. For more information, see “Dilution.”
You
may experience future dilution as a result of future equity offerings or other equity issuances.
In
order to raise additional capital, we may in the future offer and issue additional shares of our common stock or other securities
convertible into or exchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities
in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price
per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our
common stock in future transactions may be higher or lower than the price per share in this offering. In addition, we have also
registered all of the shares of common stock that we may issue under our stock option and employee stock purchase plans, and as
of September 30, 2020, 2,870,017 shares of common stock were issuable upon the exercise of stock options outstanding under our
stock option plans at a weighted average exercise price of $11.81 per share, 287,188 additional shares of common stock were reserved
for potential future issuance under our stock option plan, and an aggregate of 58,017 shares of common stock were reserved for
potential future issuance under our 2000 Employee Stock Purchase Plan. You will incur dilution upon the grant of any shares pursuant
to such plan, upon vesting of any stock awards under any such plan, or upon exercise of any such outstanding options or warrants.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could
depress the market price of our common stock.
Sales
of a substantial number of shares of our common stock in the public markets, or the perception that such sales could occur, could
depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
We may issue and sell additional shares of our common stock in the public markets including, without limitation, through our “at-the-market”
offering program, underwritten public offerings, privately negotiated transactions, block trades, or any combination of the above.
We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.
The
market price of our common stock may be volatile, which could result in substantial losses for investors who purchase our shares.
Some
of the factors that may cause the market price of our common stock to fluctuate include:
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the
success of existing or new competitive products or technologies;
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the
timing and results of clinical studies for our current product candidates and any future product candidates that we may develop;
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failure
or discontinuation of any of our product development and research programs;
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results
of preclinical studies, clinical studies, or regulatory approvals of product candidates of our competitors, or announcements
about new research programs or product candidates of our competitors;
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regulatory
or legal developments in the United States and other countries;
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developments
or disputes concerning patent applications, issued patents, or other proprietary rights;
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the
recruitment or departure of key personnel;
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the
level of expenses related to any of our research programs, clinical development programs, or product candidates that we may
develop;
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the
results of our efforts to develop additional product candidates or products;
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actual
or anticipated changes in estimates as to financial results, development timelines, or recommendations by securities analysts;
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announcement
or expectation of additional financing efforts;
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sales
of our common stock by us, our insiders, or other stockholders;
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variations
in our financial results or those of companies that are perceived to be similar to us;
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changes
in estimates or recommendations by securities analysts, if any, that cover our stock;
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market
conditions in the pharmaceutical and biotechnology sectors; and
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general
economic, industry, and market conditions.
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In
recent years, the stock market in general, Nasdaq, and the markets for early stage companies and pharmaceutical and biotechnology
companies, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes
in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Broad market and
industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. Following
periods of such volatility in the market price of a company’s securities, securities class action litigation has often been
brought against that company. Because of the potential volatility of our stock price, we may become the target of securities litigation
in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from
our business.
Because
we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on
appreciation of the value of our common stock for any return on their investment.
Other than our special
nondividend distributions in December 2012 and December 2010, we have not paid cash dividends on our common stock. We currently
anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate
declaring or paying any cash dividends in the foreseeable future. In addition, the terms of any existing or future debt agreements
may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock, if any,
will provide a return to investors in this offering for the foreseeable future.
USE
OF PROCEEDS
The
net proceeds to us from the sale of shares of our common stock will be approximately $
million, or approximately $ million if the
option to purchase additional shares is exercised in full by the underwriters, in each case, after deducting underwriting discounts
and offering expenses payable by us.
We
intend to use the net proceeds of this offering to continue the clinical development of sumifilam, our lead drug candidate, in
patients with Alzheimer’s disease, for research and development for the Company’s product candidates and for general
corporate purposes. The timing and amounts of our actual expenditures will depend on several factors, including the progress of
our research and development programs, the results of other pre-clinical and clinical studies and the timing and costs of drug
development activities necessary to achieve regulatory filings and approvals.
Pending
their ultimate use, we intend to invest the net proceeds in a variety of securities, which may include commercial paper, government
and non-government debt securities and/or money market funds that invest in such securities.
DILUTION
If
you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price
per share you pay in this offering and the net tangible book value per share of our common stock immediately after this offering.
Net
tangible book value per share is determined by subtracting our total liabilities from our total tangible assets, which is total
assets less intangible assets, and dividing this amount by the number of shares of common stock outstanding. The historical net
tangible book value of our common stock, as of September 30, 2020, was approximately $23.7 million, or $0.92 per share, based
on 25,578,673 shares of our common stock outstanding as of September 30, 2020 as reported in our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020. Dilution in net tangible book value per share represents the difference between the
amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our
common stock immediately after this offering.
After
giving effect to the sale of
shares of common stock in this offering at an offering price of
$ per share, and after deducting
estimated commissions and offering expenses payable by us, our as adjusted net tangible book value at September 30, 2020
would have been approximately $
million, or
$ per share. This represents an
immediate dilution of $ per share
to new investors purchasing shares of common stock in this offering. The following table illustrates this
dilution:
Assumed offering price per share
|
|
|
|
$
|
|
|
Net tangible book value per share as of September
30, 2020
|
|
$
|
0.92
|
|
|
|
|
Increase in net tangible book value
per share attributable to investors participating in this offering
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted net tangible book value
per share after giving effect to this offering
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|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
As adjusted dilution per share to investors
participating in this offering
|
|
|
|
|
$
|
|
|
The
above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options
to purchase our common stock or outstanding warrants to purchase shares of our common stock. To the extent that any of these outstanding
warrants or options are exercised or we issue additional shares under our equity incentive plans, there will be further dilution
to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is
raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution
to our shareholders.
The
above discussion and table are based on 25,578,673 shares of our common stock outstanding as of September 30, 2020 and excludes,
as of that date, the following:
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●
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838,333
shares of common stock issuable upon exercise of outstanding warrants having a weighted-average exercise price of $1.25 per
share;
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|
|
|
|
●
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2,870,017
shares of common stock issuable upon exercise of outstanding options having a weighted-average exercise price of $11.81 per
share;
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|
|
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●
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138,055
shares of common stock issuable upon the vesting and settlement of outstanding restricted stock units;
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|
|
|
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●
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287,188
shares of common stock reserved for issuance and available for future grant under our 2018 Omnibus Incentive Plan; and
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|
|
|
|
●
|
58,017
shares of common stock reserved for issuance and available for future grant under our Employee Stock Purchase Plan.
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DIVIDEND
POLICY
Other
than our special nondividend distributions in December 2012 and December 2010, we have not paid cash dividends on our common stock.
We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. We intend to use all available
cash and liquid assets in the operation and growth of our business. Any future determination about the payment of dividends will
be made at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements, operating
and financial conditions and on such other factors as our board of directors deems relevant.
UNDERWRITING
Subject
to the terms and conditions set forth in the underwriting agreement, dated
, 2020, between us and Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, as representative of the underwriters
named below (the “Representative”) and the sole book-running manager of this offering, we have agreed to sell to the
underwriters and each of the underwriters has agreed, severally and not jointly, to purchase from us, the shares of common stock
shown opposite its name below:
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|
Number
of Shares
|
|
Underwriter
|
|
|
|
Cantor
Fitzgerald & Co.
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|
|
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Total
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The
underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such
as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by
their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of common stock if any
of them are purchased. We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in
respect of those liabilities.
The
underwriters are offering the shares of common stock subject to their acceptance of the shares of common stock from us and subject
to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.
Option
to Purchase Additional Shares
We
have granted to the underwriters an option, exercisable 30 days from the date of this prospectus supplement, to purchase, from
time to time, in whole or in part, up to an aggregate of shares from us at the public offering price set forth on the cover page
of this prospectus supplement, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter
will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to that
underwriter’s initial purchase commitment as indicated in the table above.
Commission
and Expenses
The
underwriters have advised us that they propose to offer the shares of common stock to the public at the public offering price
set forth on the cover page of this prospectus supplement and to certain dealers, which may include the underwriters, at that
price less a concession not in excess of $ per share
of common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of
$ per share of common stock to certain brokers and dealers. After
the initial offering, the Representative may change the offering price and other selling terms.
The
following table shows the public offering price, the underwriting discounts and commissions that we are to pay the underwriters
and the proceeds, before expenses, to us in connection with this offering. Such amounts are shown assuming both no exercise and
full exercise of the underwriters’ option to purchase additional shares.
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Per
Share
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Total
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Without
Option to Purchase
Additional Shares
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|
|
With
Option to Purchase
Additional Shares
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|
|
Without
Option to Purchase
Additional Shares
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|
With
Option to Purchase
Additional Shares
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|
|
|
|
|
|
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Public offering price
|
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$
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|
|
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$
|
|
|
|
$
|
|
|
|
$
|
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|
Underwriting discounts and commissions
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
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$
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Proceeds to us, before expenses
|
|
$
|
|
|
|
$
|
|
|
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$
|
|
|
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$
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|
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We
estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred
to above, will be approximately $ .
Listing
Our
common stock is listed on the NASDAQ Capital Market under the trading symbol “SAVA.”
No
Sales of Similar Securities
We,
our officers and our directors have agreed, subject to certain specified exceptions, not to directly or indirectly, for a period
of 90 days after the date of the underwriting agreement:
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sell,
offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent
position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose
of, any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable
for or convertible into shares of common stock currently or hereafter owned either of record or beneficially,
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●
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enter
into any swap, hedge or other agreement or transaction that transfers, in whole or in part, the economic consequence of ownership
of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock, or
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●
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publicly
announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without
the prior written consent of Cantor Fitzgerald & Co.
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In
addition, we and each such person agrees that, without the prior written consent of Cantor Fitzgerald & Co., we or such other
person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of
any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.
Market
Making, Stabilization and Other Transactions
The
underwriters may make a market in the common stock as permitted by applicable laws and regulations. However, the underwriters
are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their
sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock, that you
will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell
will be favorable.
The
underwriters have advised us that, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, certain persons
participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions
or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining
the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short
sales positions may involve either “covered” short sales or “naked” short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of our common
stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase
additional shares of our common stock or purchasing shares of our common stock in the open market. In determining the source of
shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional
shares.
“Naked”
short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing
that could adversely affect investors who purchase in this offering.
A
stabilizing bid is a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or
maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common
stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar
to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock.
As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty
bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in
connection with the offering if the common stock originally sold by such syndicate member are purchased in a syndicate covering
transaction and therefore have not been effectively placed by such syndicate member.
Neither
we, nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common stock. The underwriters are not obligated to engage in these
activities and, if commenced, may end any of these activities at any time.
Passive
Market Making
The
underwriters may also engage in passive market making transactions in our common stock on the NASDAQ in accordance with Rule 103
of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and
extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the
highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s
bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our
common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The
underwriters are not required to engage in passive market making and, if commenced, may end passive market making activities at
any time.
Electronic
Distribution
A
prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one
or more of the underwriters, selling group members (if any) or their affiliates. The underwriters may agree with us to allocate
a specific number of shares of common stock for sale to online brokerage account holders. Any such allocation for online distributions
will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information
on the underwriters’ web sites and any information contained in any other web site maintained by any of the underwriters
is not part of this prospectus supplement, has not been approved and/or endorsed by us or the underwriters and should not be relied
upon by investors.
Other
Activities and Relationships
The
underwriters and certain of their respective affiliates are full service financial institutions engaged in a wide range of activities
for their own accounts and the accounts of customers, which may include, among other things, corporate finance, mergers and acquisitions,
merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management,
custody, clearance and securities lending. The underwriters and certain of their affiliates have, from time to time, performed,
and may in the future perform, various investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In
addition, in the ordinary course of its business, the underwriters and their respective affiliates may, directly or indirectly,
hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or
bank debt of, and/or derivative products. Such investment and securities activities may involve our securities and instruments.
The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research
views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or
short positions in such securities and instruments.
Stamp
Taxes
If
you purchase shares of common stock offered in this prospectus supplement, you may be required to pay stamp taxes and other charges
under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus
supplement.
NOTICE
TO INVESTORS
Canada
This
prospectus supplement constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian
securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection
with the offer and sale of the common stock. No securities commission or similar regulatory authority in Canada has reviewed or
in any way passed upon this prospectus supplement or on the merits of the common stock and any representation to the contrary
is an offence.
Canadian
investors are advised that this prospectus supplement has been prepared in reliance on section 3A.3 of National Instrument
33-105 Underwriting Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this prospectus supplement
is exempt from the requirement that the Company and the underwriter(s) provide investors with certain conflicts of interest disclosure
pertaining to “connected issuer” and/or “related issuer” relationships that may exist between the Company
and the underwriter(s) as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
Resale
Restrictions
The
offer and sale of the common stock in Canada is being made on a private placement basis only and is exempt from the requirement
that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the common stock acquired
by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, pursuant
to a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain circumstances apply to resales of the common stock outside of Canada.
Representations
of Purchasers
Each
Canadian investor who purchases the common stock will be deemed to have represented to the Company and the underwriter(s) that
the investor (i) is purchasing the common stock as principal, or is deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited investor”
as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or,
in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted
client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations.
Taxation
and Eligibility for Investment
Any
discussion of taxation and related matters contained in this prospectus supplement does not purport to be a comprehensive description
of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the common stock and, in
particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences
to a resident, or deemed resident, of Canada of an investment in the common stock or with respect to the eligibility of the common
stock for investment by such investor under relevant Canadian federal and provincial legislation and regulations.
Rights
of Action for Damages or Rescission
Securities
legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum
(such as this prospectus supplement), including where the distribution involves an “eligible foreign security” as
such term is defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and in
Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions, as applicable,
with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum,
or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation”
as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised
or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and
defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation
from any other right or remedy available at law to the investor.
Language
of Documents
Upon
receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing
or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation
or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur Canadien
confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant
de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés uniquement en anglais américain.
Australia
This
prospectus is not a disclosure document for the purposes of Australia’s Corporations Act 2001 (Cth) of Australia, or Corporations
Act, has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of
exempt persons set out below. Accordingly, if you receive this prospectus in Australia:
You
confirm and warrant that you are either:
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a
“sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
|
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●
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a
“sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an
accountant’s certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the
Corporations Act and related regulations before the offer has been made; or
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●
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a
“professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
|
To
the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor or professional investor under
the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance.
You
warrant and agree that you will not offer any of the shares issued to you pursuant to this prospectus for resale in Australia
within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure
document under section 708 of the Corporations Act.
European
Economic Area
In
relation to each Member State of the European Economic Area , no offer of any securities which are the subject of the offering
contemplated by this prospectus has been or will be made to the public in that Member State other than any offer where a prospectus
has been or will be published in relation to such securities that has been approved by the competent authority in that Member
State or, where appropriate, approved in another Member State and notified to the relevant competent authority in that Member
State in accordance with the Prospectus Directive, except that an offer of such securities may be made to the public in that Member
State:
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to
any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
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●
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to
fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior consent of the representatives of the underwriters for any
such offer; or
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●
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in
any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
provided
that no such offer of securities shall require the Company or any of the underwriters to publish a prospectus pursuant to Article
3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For
the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities
to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing
measure in the Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Hong
Kong
No
securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other
than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;
or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32)
of Hong Kong. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in
the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities
laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong
Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong
and any rules made under that Ordinance.
This
prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued,
circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong
Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that
he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and
that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.
Japan
The
offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948
of Japan, as amended), or FIEL, and the Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term as used herein means, unless otherwise provided herein, any person
resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering
or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This
prospectus has not been and will not be lodged or registered with the Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer or sale, or the invitation for subscription or purchase of the
securities may not be issued, circulated or distributed, nor may the securities be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore
other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or
the SFA, (ii) to a relevant person as defined under Section 275(2), or any person pursuant to Section 275(1A) of the SFA, and
in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with
the conditions of any other applicable provision of the SFA.
Where
the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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a
corporation (which is not an accredited investor as defined under Section 4A of the SFA) the sole business of which is to
hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
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●
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a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is
an accredited investor,
|
shares,
debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust
shall not be transferable for six months after that corporation or that trust has acquired the Offer Shares under Section 275
of the SFA except:
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to
an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to
any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that
corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent
in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or
other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA;
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●
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where
no consideration is given for the transfer; or
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●
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where
the transfer is by operation of law.
|
Switzerland
The
securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other
stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure
standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards
for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated
trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the securities
or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither
this prospectus nor any other offering or marketing material relating to the offering, the Company or the securities have been
or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and
the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer
of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The
investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers
of securities.
Israel
This
document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been
filed with or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to,
and is directed only at, and any offer of the shares is directed only at, investors listed in the first addendum, or the Addendum,
to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies,
banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities
with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum (as it may be
amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or,
where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors
will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same
and agree to it.
United
Kingdom
This
prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors (as
defined in the Prospectus Directive) that are also (i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, referred to herein as the “Order”, and/or
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be
communicated or caused to be communicated. Each such person is referred to herein as a “Relevant Person”.
This
prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed
by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should
not act or rely on this document or any of its contents.
Any
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”) may only be communicated or caused to be communicated in connection with the issue or sale of
the securities in circumstances in which Section 21(1) of the FSMA does not apply. All applicable provisions of the FSMA must
be complied with in respect of anything done by any person in relation to the securities in, from or otherwise involving the United
Kingdom.
LEGAL
MATTERS
Certain
legal matters in connection with this offering will be passed upon for us by Morrison & Foerster LLP, San Francisco, California.
Certain legal matters in connection with this offering will be passed upon for the underwriters by Duane Morris LLP, New York,
New York.
EXPERTS
The
financial statements of Cassava Sciences, Inc. appearing in its Annual Report (Form 10-K) for the year ended December 31, 2019
have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such financial statements as of December 31, 2019 are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file
at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, can also be accessed
free of charge through the Internet. These filings will be available as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC.
We
maintain a web site at www.cassavasciences.com. Information contained on our website is not part of this prospectus or any other
document we file with or furnish to the SEC.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus certain information we file with it, which means that we can disclose
important information by referring you to those documents. The information incorporated by reference is considered to be a part
of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained
in this prospectus. We incorporate by reference the documents listed below that we have previously filed with the SEC (excluding
any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 26, 2020;
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our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed on
May 6, 2020, August 12, 2020 and November 9, 2020, respectively;
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our
Current Reports on Form 8-K filed with the SEC on May 11, 2020, May 15, 2020, June 3, 2020, June 19, 2020, September 1, 2020,
September 10, 2020, September 14, 2020 and November 4, 2020;
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our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 26, 2020 (other than the portions thereof which are
furnished and not filed); and
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the
description of our common stock contained in our Registration Statement on Form 8-A as filed with the SEC on March 15, 2000,
and any further amendment or report filed hereafter for the purpose of updating such description pursuant to Section 12(b)
of the Exchange Act.
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We
also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the completion or termination of the offering, including all such documents we may file
with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement,
but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document
incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies
or supersedes that statement.
Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01
of Form 8-K.
As
explained above in “Where You Can Find More Information,” these incorporated documents (as well as other documents
filed by us under the Exchange Act) are available at the SEC and may be accessed in a number of ways, including online via the
Internet.
You
may request a copy of any of the documents described above, at no cost to you, by telephoning us at (512) 501-2444 or by writing
us at the following address:
Cassava
Sciences, Inc.
7801
N Capital of Texas Highway, Suite 260
Austin,
TX 78731
United
States of America
Attn:
Investor Relations
Any
statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into
this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent
that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated
by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
You
should rely only on information contained in, or incorporated by reference into, this prospectus supplement and the accompanying
prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus supplement
and the accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus. We
are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such
offer or solicitation.
PROSPECTUS
$200,000,000
Common
Stock
Preferred
Stock
Depository
Shares
Warrants
Debt
Securities
Units
From
time to time, we may offer and sell, in one or more offerings, in amounts, at prices and on terms determined at the time of any
such offering, common stock, preferred stock, depository shares, warrants and debt securities, either individually or in units,
with a total value of up to $200,000,000.
This
prospectus may not be used to sell securities unless accompanied by a prospectus supplement, which will describe the method and
the terms of the offering. We will provide you with specific the amount, price and terms of the applicable offered securities
in one or more supplements to this prospectus. You should read this prospectus and any supplement carefully before you purchase
any of our securities.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “SAVA.” On May 1, 2020, the closing price of
our common stock on the Nasdaq Capital Market was $7.49 per share.
Investing
in our securities involves risk. Please carefully read the information under “Risk Factors” beginning on page 4 for
information you should consider before investing in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We
may offer the securities in amounts, at prices and on terms determined at the time of offering. We may sell the securities directly
to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to
sell the securities, we will name them and describe their compensation in a prospectus supplement. In addition, the underwriters
may overallot a portion of the securities. For additional information regarding the methods of sale of our securities, you should
refer to the section entitled “Plan of Distribution” in this prospectus.
This
prospectus is dated May 5, 2020.
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under this shelf process, we may, from time to time, offer or sell any combination
of the securities described in this prospectus in one or more offerings up to a total dollar amount of $200,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add to, update or change information contained in the prospectus or in the documents incorporated by reference in the prospectus.
To the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement.
The
prospectus supplement to be attached to the front of this prospectus may describe, as applicable: the terms of the securities
offered; the initial public offering price; the price paid for the securities; net proceeds; and the other specific terms related
to the offering of the securities.
You
should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement or
issuer free writing prospectus relating to a particular offering. No person has been authorized to give any information or make
any representations in connection with this offering other than those contained or incorporated by reference in this prospectus,
any accompanying prospectus supplement and any related issuer free writing prospectus in connection with the offering described
herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized
by us. Neither this prospectus nor any prospectus supplement nor any related issuer free writing prospectus shall constitute an
offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person
to make such an offering or solicitation. This prospectus does not contain all of the information included in the registration
statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement,
including its exhibits. You should read the entire prospectus and any prospectus supplement and any related issuer free writing
prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related
issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus
supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information
contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as
of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.
PROSPECTUS
SUMMARY
The
following summary highlights information contained in this prospectus or incorporated by reference. While we have included what
we believe to be the most important information about the company and this offering, the following summary may not contain all
the information that may be important to you. You should read this entire prospectus carefully, including the risks of investing
discussed under “Risk Factors” beginning on page 4, the information to which we refer you and the information incorporated
into this prospectus by reference, for a complete understanding of our business and this offering. References in this prospectus
to “our company,” “we,” “our,” “Cassava Sciences” and “us” refer to
Cassava Sciences, Inc.
Cassava
Sciences, Inc.
Overview
Cassava
Sciences, Inc. is a clinical stage biotechnology company. Our mission is to detect and treat neurodegenerative diseases, such
as Alzheimer’s disease. Our novel science is based on stabilizing – but not removing – a critical protein in
the brain.
Over
the past 10 years, we have combined state-of-the-art technology with new insights in neurobiology to develop novel solutions for
Alzheimer’s disease and other neurodegenerative diseases. Our strategy is to leverage our unique scientific/clinical platform
to develop a first-in-class program for treating neurodegenerative diseases, such as Alzheimer’s.
We
currently have two clinical-stage biopharmaceutical assets under development:
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our
lead therapeutic product candidate, called PTI-125, for the treatment of Alzheimer’s disease; and
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our
lead investigational diagnostic product candidate, called SavaDx, to detect Alzheimer’s disease from a small sample
of blood, possibly years before the overt appearance of clinical symptoms.
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Our
scientific approach for the treatment of Alzheimer’s disease seeks to simultaneously improve both neurodegeneration
and neuroinflammation. We believe our ability to improve multiple vital functions in the brain represents a new, different and
crucial approach to address Alzheimer’s disease.
Corporate
Information
We
were incorporated in Delaware in May 1998. Our principal executive offices are located at 7801 N Capital of Texas Highway, Suite
260, Austin, TX, 78731 and our telephone number at that address is (512) 501-2444.
The
securities we may offer
We
may offer up to $200 million of common stock, preferred stock, depositary shares, warrants and debt securities in one or more
offerings and in any combination. This prospectus provides you with a general description of the securities we may offer. A prospectus
supplement, which we will provide each time we offer securities, will describe the specific amounts, prices and terms of these
securities.
We
may sell the securities to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth below
under “Plan of Distribution.” We, as well as any agents acting on our behalf, reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names of any
underwriters, dealers, agents or other entities involved in the sale of securities described in that prospectus supplement and
any applicable fee, commission or discount arrangements with them.
Common
stock
We
may offer shares of our common stock, par value $0.001 per share, either alone or underlying other registered securities convertible
into our common stock. Holders of our common stock are entitled to receive dividends declared by our board of directors out of
funds legally available for the payment of dividends, subject to rights, if any, of preferred stockholders. Currently, we do not
pay a dividend. Each holder of common stock is entitled to one vote per share. The holders of common stock have no preemptive
rights.
Preferred
stock and depositary shares
We
may issue preferred stock in one or more series. Our board of directors or a committee designated by the board will determine
the dividend, voting and conversion rights and other provisions at the time of sale. Each series of preferred stock will be more
fully described in the particular prospectus supplement that will accompany this prospectus, including redemption provisions,
rights in the event of liquidation, dissolution or the winding up of Cassava Sciences, Inc., voting rights and rights to convert
into common stock. We may also issue fractional shares of preferred stock that will be represented by depositary shares and depositary
receipts. Each particular series of depositary shares will be more fully described in the prospectus supplement that will accompany
this prospectus.
Warrants
We
may issue warrants for the purchase of common stock, preferred stock or debt securities. We may issue warrants independently or
together with other securities.
Debt
securities
We
may offer secured or unsecured obligations in the form of one or more series of senior or subordinated debt. The senior debt securities
and the subordinated debt securities are together referred to in this prospectus as the “debt securities.” The senior
debt securities will have the same rank as all of our other unsubordinated debt. The subordinated debt securities generally will
be entitled to payment only after payment of our senior debt. Senior debt generally includes all debt for money borrowed by us,
except debt that is stated in the instrument governing the terms of that debt to be not senior to, or to have the same rank in
right of payment as, or to be expressly junior to, the subordinated debt securities. We may issue debt securities that are convertible
into shares of our common stock.
The
senior and subordinated debt securities will be issued under separate indentures between us and a trustee. We have summarized
the general features of the debt securities to be governed by the indentures. These indentures have been filed as exhibits to
the registration statement of which this prospectus forms a part. We encourage you to read these indentures. Instructions on how
you can get copies of these documents are provided under the heading “Where You Can Find More Information.”
Units
We
may offer units comprised of common stock, preferred stock, depository shares, warrants, debt securities, or any combination thereof.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities
will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing
in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in
the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the
prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties
and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks
and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also affect our operations.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the registration statement of which it forms a part, any prospectus supplement, any related issuer free writing
prospectus and the documents incorporated by reference into these documents contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
deal with our current plans, intentions, beliefs and expectations and statements of future economic performance. Statements containing
terms such as “believe,” “do not believe,” “plan,” “expect,” “intend,”
“estimate,” “anticipate” and other phrases of similar meaning are considered to contain uncertainty and
are forward-looking statements. In addition, from time to time we or our representatives have made or will make forward-looking
statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make
with the SEC, or press releases or oral statements made by or with the approval of one of our authorized executive officers. These
forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could
cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual
results to differ include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operation,” in our most recent Annual Report on Form 10-K
and in our future filings made with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements
contained in this prospectus, any prospectus supplement or any related issuer free writing prospectus, which reflect management’s
opinions only as of their respective dates. Except as required by law, we undertake no obligation to revise or publicly release
the results of any revisions to any forward-looking statements. You are advised, however, to consult any additional disclosures
we have made or will make in our reports to the SEC on Forms 10-K, 10-Q and 8-K. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained in this prospectus, any prospectus supplement or any related issuer free writing prospectus.
USE
OF PROCEEDS
Unless
otherwise indicated in the prospectus supplement, the net proceeds from the sale of securities offered by this prospectus will
be used for general corporate purposes and working capital requirements, which may include, among other things, the repayment
or repurchase of debt obligations and other capital expenditures. We may also use a portion of the net proceeds for licensing
or acquiring intellectual property or technologies to incorporate into our products and product candidates or our research and
development programs, capital expenditures, to fund possible investments in and acquisitions of complementary businesses or partnerships.
We have not determined the amounts we plan to spend on the areas listed above or the timing of these expenditures, and we have
no current plans with respect to acquisitions as of the date of this prospectus. As a result, unless otherwise indicated in the
prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings. Pending their
ultimate use, we intend to invest the net proceeds in a variety of securities, including commercial paper, government and non-government
debt securities and/or money market funds that invest in such securities.
DIVIDEND
POLICY
Other
than our special nondividend distributions in December 2012 and December 2010, we have not paid cash dividends on our common stock.
We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. We intend to use all available
cash and liquid assets in the operation and growth of our business. Any future determination about the payment of dividends will
be made at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements, operating
and financial conditions and on such other factors as our board of directors deems relevant.
DESCRIPTION
OF CAPITAL STOCK
General
As
of the date of this prospectus, our authorized capital stock consists of 130,000,000 shares. Those shares consist of 120,000,000
shares designated as common stock, $0.001 par value, and 10,000,000 shares designated as preferred stock, $0.001 par value. The
only equity securities currently outstanding are shares of common stock. As of December 31, 2019, there were 21,841,810 shares
of common stock issued and outstanding.
The
following is a summary of the material provisions of the common stock and preferred stock provided for in our amended and restated
certificate of incorporation (including the certificate of designation relating to the Series A Preferred) and bylaws. For additional
detail about our capital stock, please refer to our amended and restated certificate of incorporation (including the certificate
of designation relating to the Series A Preferred), and bylaws, each as amended, copies of which are incorporated by reference
into the registration statement to which this prospectus relates.
Common
stock
The
holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences
that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends
that may be declared from time to time by the board of directors out of funds legally available for that purpose. However, we
are not currently paying any dividends. In the event of our liquidation, dissolution or winding up, the holders of common stock
are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred
stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption
or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable,
and any shares of common stock to be issued upon an offering pursuant to this prospectus and the related prospectus supplement
will be fully paid and nonassessable upon issuance.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “SAVA.” The transfer agent and registrar for
the common stock is Computershare Shareowner Services LLC. Its address is 330 N Brand Boulevard, Suite 701, Glendale, California,
91203-2389.
Preferred
stock
The
following description of preferred stock and the description of the terms of any particular series of preferred stock that we
choose to issue hereunder and that will be set forth in the related prospectus supplement are not complete. These descriptions
are qualified in their entirety by reference to our amended and restated certificate of incorporation and the certificate of designation
relating to that series. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed
by the certificate of designation relating to that series. The prospectus supplement also will contain a description of certain
U.S. federal income tax consequences relating to the purchase and ownership of the series of preferred stock that is described
in the prospectus supplement.
We
currently have no shares of preferred stock outstanding. Our board of directors has the authority, without further action by the
stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges
and restrictions granted to or imposed upon the preferred stock. Any or all of these rights may be greater than the rights of
the common stock.
The
board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could
negatively affect the voting power and other rights of the holders of common stock. Preferred stock could thus be issued quickly
with terms calculated to delay or prevent a change in control of us or make it more difficult to remove our management. Additionally,
the issuance of preferred stock may have the effect of decreasing the market price of the common stock.
The
prospectus supplement for a series of preferred stock will specify:
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maximum number of shares;
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designation of the shares;
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the
annual dividend rate, if any, whether the dividend rate is fixed or variable, the date or dates on which dividends will accrue,
the dividend payment dates, and whether dividends will be cumulative;
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the
price and the terms and conditions for redemption, if any, including redemption at our option or at the option of the holders,
including the time period for redemption, and any accumulated dividends or premiums;
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the
liquidation preference, if any, and any accumulated dividends upon the liquidation, dissolution or winding up of our affairs;
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any
sinking fund or similar provision, and, if so, the terms and provisions relating to the purpose and operation of the fund;
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the
terms and conditions, if any, for conversion or exchange of shares of any other class or classes of our capital stock or any
series of any other class or classes, or of any other series of the same class, or any other securities or assets, including
the price or the rate of conversion or exchange and the method, if any, of adjustment;
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voting rights; and
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any
or all other preferences and relative, participating, optional or other special rights, privileges or qualifications, limitations
or restrictions.
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Preferred
stock will be fully paid and nonassessable upon issuance.
Anti-takeover
effects of some provisions of Delaware law
Provisions
of Delaware law and our currently in effect amended and restated certificate of incorporation and amended bylaws could make the
acquisition of our company through a tender offer, a proxy contest or other means more difficult and could make the removal of
incumbent officers and directors more difficult. We expect these provisions to discourage coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with our board of directors.
We believe that the benefits provided by our ability to negotiate with the proponent of an unfriendly or unsolicited proposal
outweigh the disadvantages of discouraging these proposals. We believe the negotiation of an unfriendly or unsolicited proposal
could result in an improvement of its terms.
We
are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a
publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years following the date the person became an interested stockholder, unless:
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Prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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The
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers,
and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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On
or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.
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Generally,
a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit
to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates,
owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s
outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions
our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might
result in a premium over the market price for the shares of common stock held by stockholders.
Anti-takeover
effects of provisions of our charter documents
Our
amended and restated certificate of incorporation provides for our board of directors to be divided into three classes serving
staggered terms. Approximately one-third of the board of directors will be elected each year. The provision for a classified board
could prevent a party who acquires control of a majority of the outstanding voting stock from obtaining control of the board of
directors until the second annual stockholders meeting following the date the acquirer obtains the controlling stock interest.
The classified board provision could discourage a potential acquirer from making a tender offer or otherwise attempting to obtain
control of our company and could increase the likelihood that incumbent directors will retain their positions. Our amended and
restated certificate of incorporation provides that directors may be removed with cause by the affirmative vote of the holders
of the outstanding shares of common stock.
Our
amended and restated certificate of incorporation requires that certain amendments of the amended and restated certificate of
incorporation and certain amendments by the stockholders of our bylaws require the approval of at least 66 2/3% of the voting
power of all outstanding stock. These provisions could discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of our company and could delay changes in our management.
Our
amended bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders,
including proposed nominations of persons for election to the board of directors. At an annual meeting, stockholders may only
consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the
board of directors. Stockholders may also consider a proposal or nomination by a person who was a stockholder of record on the
record date for the meeting, who is entitled to vote at the meeting and who has given to our Secretary timely written notice,
in proper form, of his or her intention to bring that business before the meeting. The amended bylaws do not give the board of
directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be
conducted at a special or annual meeting of the stockholders. However, our bylaws may have the effect of precluding the conduct
of business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company.
Our
amended bylaws provide that only our board of directors, the chairman of the board, the president or the chief executive officer
may call a special meeting of stockholders. Because our stockholders do not have the right to call a special meeting, a stockholder
could not force stockholder consideration of a proposal over the opposition of the board of directors by calling a special meeting
of stockholders prior to such time as a majority of the board of directors believed or the chief executive officer believed the
matter should be considered or until the next annual meeting provided that the requestor met the notice requirements. The restriction
on the ability of stockholders to call a special meeting means that a proposal to replace the board also could be delayed until
the next annual meeting.
Our
amended and restated certificate of incorporation does not allow stockholders to act by written consent without a meeting. Without
the availability of stockholder’s actions by written consent, a holder controlling a majority of our capital stock would
not be able to amend our bylaws or remove directors without holding a stockholders’ meeting. The holder would have to obtain
the consent of a majority of the board of directors, the chairman of the board or the chief executive officer to call a stockholders’
meeting and satisfy the notice periods determined by the board of directors.
DESCRIPTION
OF THE DEPOSITARY SHARES
General
At
our option, we may elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do elect
to offer fractional shares of preferred stock, we will issue receipts for depositary shares and each of these depositary shares
will represent a fraction of a share of a particular series of preferred stock, as specified in the applicable prospectus supplement.
Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred
stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share.
These rights may include dividend, voting, redemption and liquidation rights.
The
shares of preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act
as depositary, under a deposit agreement by and among us, the depositary and the holders of the depositary receipts. The depositary
will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.
The
depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Holders of depositary
receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence
and paying certain charges.
The
summary of terms of the depositary shares contained in this prospectus is not complete, and is subject to modification in any
prospectus supplement for any issuance of depositary shares. You should refer to the forms of the deposit agreement, our amended
and restated certificate of incorporation and the certificate of designation that are, or will be, filed with the SEC for the
applicable series of preferred stock.
Dividends
The
depositary will distribute cash dividends or other cash distributions, if any, received in respect of the series of preferred
stock underlying the depositary shares to the record holders of depositary receipts in proportion to the number of depositary
shares owned by those holders on the relevant record date. The relevant record date for depositary shares will be the same date
as the record date for the preferred stock.
In
the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of
depositary receipts that are entitled to receive the distribution, unless the depositary determines that it is not feasible to
make the distribution. If this occurs, the depositary, with our approval, may adopt another method for the distribution, including
selling the property and distributing the net proceeds to the holders.
Liquidation
preference
If
a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of our voluntary or involuntary
liquidation, dissolution or winding up, holders of depositary shares will be entitled to receive the fraction of the liquidation
preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.
Redemption
If
a series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed
from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by
the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so redeemed. The depositary will mail the notice of redemption
to the record holders of the depositary receipts promptly upon receiving the notice from us and not fewer than 20 or more than
60 days, unless otherwise provided in the applicable prospectus supplement, prior to the date fixed for redemption of the preferred
stock.
Voting
Upon
receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information
contained in the notice of meeting to the record holders of the depositary receipts underlying the preferred stock. Each record
holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the amount of preferred stock underlying that holder’s depositary shares. The record date for the depositary
will be the same date as the record date for the preferred stock. The depositary will, to the extent practicable, vote the preferred
stock underlying the depositary shares in accordance with these instructions. We will agree to take all action that may be deemed
necessary by the depositary in order to enable the depositary to vote the preferred stock in accordance with these instructions.
The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders
of depositary receipts.
Withdrawal
of preferred stock
Owners
of depositary shares will be entitled to receive upon surrender of depositary receipts at the principal office of the depositary
and payment of any unpaid amount due to the depositary, the number of whole shares of preferred stock underlying their depositary
shares.
Partial
shares of preferred stock will not be issued. Holders of preferred stock will not be entitled to deposit the shares under the
deposit agreement or to receive depositary receipts evidencing depositary shares for the preferred stock.
Amendment
and termination of the deposit agreement
The
form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement
between the depositary and us. However, any amendment which materially and adversely alters the rights of the holders of depositary
shares, other than fee changes, will not be effective unless the amendment has been approved by at least a majority of the outstanding
depositary shares. The deposit agreement may be terminated by the depositary or us only if:
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all
outstanding depositary shares have been redeemed; or
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there
has been a final distribution of the preferred stock in connection with our dissolution and such distribution has been made
to all the holders of depositary shares.
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Charges
of depositary
We
will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangement.
We will also pay charges of the depositary in connection with:
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the
initial deposit of the preferred stock;
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the
initial issuance of the depositary shares;
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any
redemption of the preferred stock; and
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all
withdrawals of preferred stock by owners of depositary shares.
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Holders
of depositary receipts will pay transfer, income and other taxes and governmental charges and other specified charges as provided
in the deposit agreement for their accounts. If these charges have not been paid, the depositary may:
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refuse
to transfer depositary shares;
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withhold
dividends and distributions; and
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sell
the depositary shares evidenced by the depositary receipt.
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Miscellaneous
The
depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that
we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection
by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time
deem advisable, any reports and communications we deliver to the depositary as the holder of preferred stock.
Neither
the depositary nor we will be liable if either the depositary or we are prevented or delayed by law or any circumstance beyond
the control of either the depositary or us in performing our respective obligations under the deposit agreement. Our obligations
and the depositary’s obligations will be limited to the performance in good faith of our or the depositary’s respective
duties under the deposit agreement. Neither the depositary nor we will be obligated to prosecute or defend any legal proceeding
in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. The depositary and we may rely
on:
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written
advice of counsel or accountants;
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information
provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information;
and
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documents
believed to be genuine and to have been signed or presented by the proper party or parties.
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Resignation
and removal of depositary
The
depositary may resign at any time by delivering a notice to us. We may remove the depositary at any time. Any such resignation
or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor
depositary must be appointed within 60 days after delivery of the notice for resignation or removal. The successor depositary
must be a bank and trust company having its principal office in the United States of America and having a combined capital and
surplus of at least $50,000,000.
Federal
income tax consequences
Owners
of the depositary shares will be treated for U.S. federal income tax purposes as if they were owners of the preferred stock underlying
the depositary shares. As a result, owners will be entitled to take into account for U.S. federal income tax purposes and deductions
to which they would be entitled if they were holders of such preferred stock. No gain or loss will be recognized for U.S. federal
income tax purposes upon the withdrawal of preferred stock in exchange for depositary shares. The tax basis of each share of preferred
stock to an exchanging owner of depositary shares will, upon such exchange, be the same as the aggregate tax basis of the depositary
shares exchanged. The holding period for preferred stock in the hands of an exchanging owner of depositary shares will include
the period during which such person owned such depositary shares.
DESCRIPTION
OF THE WARRANTS
General
We
may issue warrants for the purchase of our debt securities, preferred stock or common stock, or any combination thereof. Warrants
may be issued independently or together with our debt securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between
us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants.
The warrant agent will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners
of warrants. This summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants,
you should refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.
Debt
warrants
The
prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the terms of the debt
warrants, including the following:
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the
title of the debt warrants;
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the
offering price for the debt warrants, if any;
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the
aggregate number of the debt warrants;
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the
designation and terms of the debt securities, including any conversion rights, purchasable upon exercise of the debt warrants;
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if
applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;
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the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants,
which may be payable in cash, securities or other property;
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the
dates on which the right to exercise the debt warrants will commence and expire;
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if
applicable, the minimum or maximum amount of the debt warrants that may be exercised at any one time;
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whether
the debt warrants represented by the debt warrant certificates or debt securities that may be issued upon exercise of the
debt warrants will be issued in registered or bearer form;
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information
with respect to book-entry procedures, if any; the currency or currency units in which the offering price, if any, and the
exercise price are payable;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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the
antidilution provisions of the debt warrants, if any;
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the
redemption or call provisions, if any, applicable to the debt warrants;
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any
provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar
event; and
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any
additional terms of the debt warrants, including procedures, and limitations relating to the exchange, exercise and settlement
of the debt warrants.
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Debt
warrant certificates will be exchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised
at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. Prior to the exercise
of their debt warrants, holders of debt warrants will not have any of the rights of holders of the debt securities purchasable
upon exercise and will not be entitled to payment of principal or any premium, if any, or interest on the debt securities purchasable
upon exercise.
Equity
warrants
The
prospectus supplement relating to a particular series of warrants to purchase our common stock or preferred stock, including preferred
stock underlying depositary shares, will describe the terms of the warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if any;
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the
aggregate number of warrants;
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the
designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each security;
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if
applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the
number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the exercise price
for the warrants;
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the
dates on which the right to exercise the warrants shall commence and expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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the
antidilution provisions of the warrants, if any;
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the
redemption or call provisions, if any, applicable to the warrants;
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any
provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control or similar
event; and
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any
additional terms of the warrants, including procedures, and limitations relating to the exchange, exercise and settlement
of the warrants.
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Holders
of equity warrants will not be entitled:
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to
vote, consent or receive dividends;
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receive
notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or
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exercise
any rights as stockholders of us.
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DESCRIPTION
OF THE DEBT SECURITIES
The
debt securities may be either secured or unsecured and will either be our senior debt securities or our subordinated debt securities.
The debt securities will be issued under one or more separate indentures between us and a trustee to be specified in an accompanying
prospectus supplement. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be
issued under a subordinated indenture. Together, the senior indenture and the subordinated indenture are called indentures in
this description. This prospectus, together with the applicable prospectus supplement, will describe the terms of a particular
series of debt securities.
The
following is a summary of selected provisions and definitions of the indentures and debt securities to which any prospectus supplement
may relate. The summary of selected provisions of the indentures and the debt securities appearing below is not complete and is
subject to, and qualified entirely by reference to, all of the provisions of the applicable indenture and certificates evidencing
the applicable debt securities. For additional information, you should look at the applicable indenture and the certificate evidencing
the applicable debt security that is filed as an exhibit to the registration statement that includes the prospectus. In this description
of the debt securities, the words “Cassava Sciences,” “we,” “us,” or “our” refer
only to Cassava Sciences, Inc. and not to any of our subsidiaries, unless we expressly state or the context otherwise requires.
The
following description sets forth selected general terms and provisions of the applicable indenture and debt securities to which
any prospectus supplement may relate. Other specific terms of the applicable indenture and debt securities will be described in
the applicable prospectus supplement. If any particular terms of the indenture or debt securities described in a prospectus supplement
differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus
supplement.
General
Debt
securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate
principal amount for the debt securities of any series.
We
are not limited as to the amount of debt securities we may issue under the indentures. Unless otherwise provided in a prospectus
supplement, a series of debt securities may be reopened to issue additional debt securities of such series.
The
prospectus supplement relating to a particular series of debt securities will set forth:
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whether
the debt securities are senior or subordinated;
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the
offering price;
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the
title;
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any
limit on the aggregate principal amount;
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the
person who shall be entitled to receive interest, if other than the record holder on the record date;
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the
date or dates the principal will be payable;
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the
interest rate or rates, which may be fixed or variable, if any, the date from which interest will accrue, the interest payment
dates and the regular record dates, or the method for calculating the dates and rates;
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the
place where payments may be made;
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any
mandatory or optional redemption provisions or sinking fund provisions and any applicable redemption or purchase prices associated
with these provisions;
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if
issued other than in denominations of U.S. $1,000 or any multiple of U.S. $1,000, the denominations in which the debt securities
shall be issuable;
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if
applicable, the method for determining how the principal, premium, if any, or interest will be calculated by reference to
an index or formula;
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if
other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable
and whether we or a holder may elect payment to be made in a different currency;
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the
portion of the principal amount that will be payable upon acceleration of maturity, if other than the entire principal amount;
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if
the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, the amount
or method for determining the amount which will be deemed to be the principal amount;
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if
applicable, whether the debt securities shall be subject to the defeasance provisions described below under “Satisfaction
and discharge; defeasance” or such other defeasance provisions specified in the applicable prospectus supplement for
the debt securities;
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any
conversion or exchange provisions;
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whether
the debt securities will be issuable in the form of a global security;
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any
subordination provisions applicable to the subordinated debt securities if different from those described below under “Subordinated
debt securities;”
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any
paying agents, authenticating agents, security registrars or other agents for the debt securities, if other than the trustee;
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any
provisions relating to any security provided for the debt securities, including any provisions regarding the circumstances
under which collateral may be released or substituted;
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any
deletions of, or changes or additions to, the events of default, acceleration provisions or covenants;
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any
provisions relating to guaranties for the securities and any circumstances under which there may be additional obligors; and
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any
other specific terms of such debt securities.
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Unless
otherwise specified in the prospectus supplement, the debt securities will be registered debt securities. Debt securities may
be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which, at the
time of issuance, is below market rates. The U.S. federal income tax considerations applicable to debt securities sold at a discount
will be described in the applicable prospectus supplement.
Exchange
and transfer
Debt
securities may be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated
by us.
We
will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental
charges associated with any transfer or exchange.
In
the event of any partial redemption of debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange, any debt security of that series during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption and ending at the close of business on the day of the mailing;
or
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register
the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
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We
will appoint the trustee as the initial security registrar. Any transfer agent, in addition to the security registrar initially
designated by us, will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents
or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
Global
securities
The
debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security
will:
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be
registered in the name of a depositary, or its nominee, that we will identify in a prospectus supplement;
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be
deposited with the depositary or nominee or custodian; and
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bear
any required legends.
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No
global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary
or any nominee unless:
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the
depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as
depositary;
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an
event of default is continuing with respect to the debt securities of the applicable series; or
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any
other circumstance described in a prospectus supplement has occurred permitting or requiring the issuance of any such security.
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As
long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered
the sole owner and holder of the debt securities represented by the global security for all purposes under the indentures. Except
in the above limited circumstances, owners of beneficial interests in a global security will not be:
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entitled
to have the debt securities registered in their names;
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entitled
to physical delivery of certificated debt securities; or
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considered
to be holders of those debt securities under the indenture.
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Payments
on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have
laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws
may impair the ability to transfer beneficial interests in a global security.
Institutions
that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests
in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The
depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities
represented by the global security to the accounts of its participants.
Ownership
of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with
respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their
behalf.
Payments,
transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the
depositary. The depositary policies and procedures may change from time to time. Neither any trustee nor we will have any responsibility
or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.
Payment
and paying agents
Unless
otherwise indicated in a prospectus supplement, the provisions described in this paragraph will apply to the debt securities.
Payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security
is registered at the close of business on the regular record date. Payment on debt securities of a particular series will be payable
at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check
to the record holder. The trustee will be designated as our initial paying agent.
We
may also name any other paying agents in a prospectus supplement. We may designate additional paying agents, change paying agents
or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for
the debt securities of a particular series.
All
moneys paid by us to a paying agent for payment on any debt security that remain unclaimed for a period ending the earlier of:
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10
business days prior to the date the money would be turned over to the applicable state; or
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at
the end of two years after such payment was due,
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be repaid to us thereafter. The holder may look only to us for such payment.
No
protection in the event of a change of control
Unless
otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will
not contain any provisions that may afford holders of the debt securities protection in the event we have a change in control
or in the event of a highly leveraged transaction, whether or not such transaction results in a change in control.
Covenants
Unless
otherwise indicated in a prospectus supplement with respect to a particular series of debt securities, the debt securities will
not contain any financial or restrictive covenants.
Consolidation,
merger and sale of assets
Unless
we indicate otherwise in a prospectus supplement with respect to a particular series of debt securities, we may not consolidate
with or merge into any other person (other than a subsidiary of us), in a transaction in which we are not the surviving corporation,
or convey, transfer or lease our properties and assets substantially as an entirety to, any person (other than a subsidiary of
us), unless:
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the
successor entity, if any, is a U.S. corporation, limited liability company, partnership, trust or other business entity;
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the
successor entity assumes our obligations on the debt securities and under the indentures;
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immediately
after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
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certain
other conditions specified in the indenture are met.
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Events
of default
Unless
we indicate otherwise in a prospectus supplement, the following will be events of default for any series of debt securities under
the indentures:
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(1)
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we
fail to pay principal of or any premium on any debt security of that series when due;
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(2)
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we
fail to pay any interest on any debt security of that series for 60 days after it becomes due;
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(3)
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we
fail to deposit any sinking fund payment when due;
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(4)
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we
fail to perform any other covenant in the indenture and such failure continues for 90 days after we are given the notice required
in the indentures; and
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(5)
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certain
events involving our bankruptcy, insolvency or reorganization.
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Additional
or different events of default applicable to a series of debt securities may be described in a prospectus supplement. An event
of default of one series of debt securities is not necessarily an event of default for any other series of debt securities.
The
trustee may withhold notice to the holders of any default, except defaults in the payment of principal, premium, if any, interest,
any sinking fund installment on, or with respect to any conversion right of, the debt securities of such series. However, the
trustee must consider it to be in the interest of the holders of the debt securities of such series to withhold this notice.
Unless
we indicate otherwise in a prospectus supplement, if an event of default, other than an event of default described in clause (5)
above, shall occur and be continuing with respect to any series of debt securities, either the trustee or the holders of at least
a 25 percent in aggregate principal amount of the outstanding securities of that series may declare the principal amount and premium,
if any, of the debt securities of that series, or if any debt securities of that series are original issue discount securities,
such other amount as may be specified in the applicable prospectus supplement, in each case together with accrued and unpaid interest,
if any, thereon, to be due and payable immediately.
Unless
we indicate otherwise in a prospectus supplement, if an event of default described in clause (5) above shall occur, the principal
amount and premium, if any, of all the debt securities of that series, or if any debt securities of that series are original issue
discount securities, such other amount as may be specified in the applicable prospectus supplement, in each case together with
accrued and unpaid interest, if any, thereon, will automatically become immediately due and payable. Any payment by us on the
subordinated debt securities following any such acceleration will be subject to the subordination provisions described below under
“Subordinated debt securities.”
Notwithstanding
the foregoing, each indenture will provide that we may, at our option, elect that the sole remedy for an event of default relating
to our failure to comply with our obligations described under the section entitled “Reports” below or our failure
to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act will for the first 180 days after the occurrence
of such an event of default consist exclusively of the right to receive additional interest on the relevant series of debt securities
at an annual rate equal to (i) 0.25% of the principal amount of such series of debt securities for the first 90 days after the
occurrence of such event of default and (ii) 0.50% of the principal amount of such series of debt securities from the 91st day
to, and including, the 180th day after the occurrence of such event of default, which we call “additional interest.”
If we so elect, the additional interest will accrue on all outstanding debt securities from and including the date on which such
event of default first occurs until such violation is cured or waived and shall be payable on each relevant interest payment date
to holders of record on the regular record date immediately preceding the interest payment date. On the 181st day after such event
of default (if such violation is not cured or waived prior to such 181st day), the debt securities will be subject to acceleration
as provided above. In the event we do not elect to pay additional interest upon any such event of default in accordance with this
paragraph, the debt securities will be subject to acceleration as provided above.
In
order to elect to pay the additional interest as the sole remedy during the first 180 days after the occurrence of any event of
default relating to the failure to comply with the reporting obligations in accordance with the preceding paragraph, we must notify
all holders of debt securities and the trustee and paying agent of such election prior to the close of business on the first business
day following the date on which such event of default occurs. Upon our failure to timely give such notice or pay the additional
interest, the debt securities will be immediately subject to acceleration as provided above.
After
acceleration, the holders of a majority in aggregate principal amount of the outstanding securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated
principal, or other specified amounts or interest, have been cured or waived.
Other
than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its
rights or powers at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally,
the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee.
A
holder of debt securities of any series will not have any right to institute any proceeding under the indentures, or for the appointment
of a receiver or a trustee, or for any other remedy under the indentures, unless:
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(1)
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the
holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities
of that series;
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(2)
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the
holders of at least 25 percent in aggregate principal amount of the outstanding debt securities of that series have made a
written request and have offered reasonable indemnity to the trustee to institute the proceeding; and
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(3)
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the
trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from
the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after
the original request.
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Holders
may, however, sue to enforce the payment of principal, premium or interest on any debt security on or after the due date or to
enforce the right, if any, to convert any debt security (if the debt security is convertible) without following the procedures
listed in (1) through (3) above.
We
will furnish the trustee an annual statement from our officers as to whether or not we are in default in the performance of the
conditions and covenants under the indenture and, if so, specifying all known defaults.
Modification
and waiver
Unless
we indicate otherwise in a prospectus supplement, the applicable trustee and we may make modifications and amendments to an indenture
with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected
by the modification or amendment.
We
may also make modifications and amendments to the indentures for the benefit of holders without their consent, for certain purposes
including, but not limited to:
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providing
for our successor to assume the covenants under the indenture;
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adding
covenants or events of default;
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making
certain changes to facilitate the issuance of the securities;
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securing
the securities;
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providing
for a successor trustee or additional trustees;
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curing
any ambiguities or inconsistencies;
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providing
for guaranties of, or additional obligors on, the securities;
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permitting
or facilitating the defeasance and discharge of the securities; and
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other
changes specified in the indenture.
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However,
neither the trustee nor we may make any modification or amendment without the consent of the holder of each outstanding security
of that series affected by the modification or amendment if such modification or amendment would:
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change
the stated maturity of any debt security;
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reduce
the principal, premium, if any, or interest on any debt security or any amount payable upon redemption or repurchase, whether
at our option or the option of any holder, or reduce the amount of any sinking fund payments;
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reduce
the principal of an original issue discount security or any other debt security payable on acceleration of maturity;
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change
the place of payment or the currency in which any debt security is payable;
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impair
the right to enforce any payment after the stated maturity or redemption date;
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if
subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders;
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adversely
affect the right to convert any debt security if the debt security is a convertible debt security; or
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change
the provisions in the indenture that relate to modifying or amending the indenture.
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Satisfaction
and discharge; defeasance
We
may be discharged from our obligations on the debt securities, subject to limited exceptions, of any series that have matured
or will mature or be redeemed within one year if we deposit enough money with the trustee to pay all the principal, interest and
any premium due to the stated maturity date or redemption date of the debt securities.
Each
indenture contains a provision that permits us to elect either or both of the following:
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we
may elect to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt
securities then outstanding. If we make this election, the holders of the debt securities of the series will not be entitled
to the benefits of the indenture, except for the rights of holders to receive payments on debt securities or the registration
of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities.
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we
may elect to be released from our obligations under some or all of any financial or restrictive covenants applicable to the
series of debt securities to which the election relates and from the consequences of an event of default resulting from a
breach of those covenants.
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To
make either of the above elections, we must irrevocably deposit in trust with the trustee enough money to pay in full the principal,
interest and premium on the debt securities. This amount may be made in cash and/or U.S. government obligations or, in the case
of debt securities denominated in a currency other than U.S. dollars, cash in the currency in which such series of securities
is denominated and/or foreign government obligations. As a condition to either of the above elections, for debt securities denominated
in U.S. dollars we must deliver to the trustee an opinion of counsel that the holders of the debt securities will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of the action.
With
respect to debt securities of any series that are denominated in a currency other than United States dollars, “foreign government
obligations” means:
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direct
obligations of the government that issued or caused to be issued the currency in which such securities are denominated and
for the payment of which obligations its full faith and credit is pledged, or, with respect to debt securities of any series
which are denominated in Euros, direct obligations of certain members of the European Union for the payment of which obligations
the full faith and credit of such members is pledged, which in each case are not callable or redeemable at the option of the
issuer thereof; or
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obligations
of a person controlled or supervised by or acting as an agency or instrumentality of a government described in the bullet
above the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government,
which are not callable or redeemable at the option of the issuer thereof.
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Reports
The
indentures provide that any reports or documents that we file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act
will be filed with the trustee within 15 days after the same is filed with the SEC. Documents filed by us with the SEC via the
EDGAR system will be deemed filed with the trustee as of the time such documents are filed with the SEC.
Notices
Notices
to holders will be given by mail to the addresses of the holders in the security register.
Governing
law
The
indentures and the debt securities will be governed by, and construed under, the laws of the State of New York.
No
personal liability of directors, officers, employees and stockholders
No
incorporator, stockholder, employee, agent, officer, director or subsidiary of ours will have any liability for any obligations
of ours, or because of the creation of any indebtedness under the debt securities, the indentures or supplemental indentures.
The indentures provide that all such liability is expressly waived and released as a condition of, and as a consideration for,
the execution of such indentures and the issuance of the debt securities.
Regarding
the trustee
The
indentures limit the right of the trustee, should it become our creditor, to obtain payment of claims or secure its claims.
The
trustee will be permitted to engage in certain other transactions with us. However, if the trustee acquires any conflicting interest,
and there is a default under the debt securities of any series for which it is trustee, the trustee must eliminate the conflict
or resign.
Subordinated
debt securities
The
following provisions will be applicable with respect to each series of subordinated debt securities, unless otherwise stated in
the prospectus supplement relating to that series of subordinated debt securities.
The
indebtedness evidenced by the subordinated debt securities of any series is subordinated, to the extent provided in the subordinated
indenture and the applicable prospectus supplement, to the prior payment in full, in cash or other payment satisfactory to the
holders of senior debt, of all senior debt, including any senior debt securities.
Upon
any distribution of our assets upon any dissolution, winding up, liquidation or reorganization, whether voluntary or involuntary,
marshalling of assets, assignment for the benefit of creditors, or in bankruptcy, insolvency, receivership or other similar proceedings,
payments on the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash or
other payment satisfactory to holders of senior debt of all senior debt.
In
the event of any acceleration of the subordinated debt securities of any series because of an event of default with respect to
the subordinated debt securities of that series, holders of any senior debt would be entitled to payment in full in cash or other
payment satisfactory to holders of senior debt of all senior debt before the holders of subordinated debt securities are entitled
to receive any payment or distribution.
In
addition, the subordinated debt securities will be structurally subordinated to all indebtedness and other liabilities of our
subsidiaries, including trade payables and lease obligations. This occurs because our right to receive any assets of our subsidiaries
upon their liquidation or reorganization, and your right to participate in those assets, will be effectively subordinated to the
claims of that subsidiary’s creditors, including trade creditors, except to the extent that we are recognized as a creditor
of such subsidiary. If we are recognized as a creditor of that subsidiary, our claims would still be subordinate to any security
interest in the assets of the subsidiary and any indebtedness of the subsidiary senior to us.
We
are required to promptly notify holders of senior debt or their representatives under the subordinated indenture if payment of
the subordinated debt securities is accelerated because of an event of default.
Under
the subordinated indenture, we may also not make payment on the subordinated debt securities if:
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a
default in our obligations to pay principal, premium, if any, interest or other amounts on our senior debt occurs and the
default continues beyond any applicable grace period, which we refer to as a payment default; or
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any
other default occurs and is continuing with respect to designated senior debt that permits holders of designated senior debt
to accelerate its maturity, which we refer to as a non-payment default, and the trustee receives a payment blockage notice
from us or some other person permitted to give the notice under the subordinated indenture.
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We
will resume payments on the subordinated debt securities:
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in
case of a payment default, when the default is cured or waived or ceases to exist, and
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in
case of a nonpayment default, the earlier of when the default is cured or waived or ceases to exist or 179 days after the
receipt of the payment blockage notice.
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No
new payment blockage period may commence on the basis of a nonpayment default unless 365 days have elapsed from the effectiveness
of the immediately prior payment blockage notice. No nonpayment default that existed or was continuing on the date of delivery
of any payment blockage notice to the trustee shall be the basis for a subsequent payment blockage notice.
As
a result of these subordination provisions, in the event of our bankruptcy, dissolution or reorganization, holders of senior debt
may receive more, ratably, and holders of the subordinated debt securities may receive less, ratably, than our other creditors.
The subordination provisions will not prevent the occurrence of any event of default under the subordinated indenture.
The
subordination provisions will not apply to payments from money or government obligations held in trust by the trustee for the
payment of principal, interest and premium, if any, on subordinated debt securities pursuant to the provisions described under
the section entitled “Satisfaction and discharge; defeasance,” if the subordination provisions were not violated at
the time the money or government obligations were deposited into trust.
If
the trustee or any holder receives any payment that should not have been made to them in contravention of subordination provisions
before all senior debt is paid in full in cash or other payment satisfactory to holders of senior debt, then such payment will
be held in trust for the holders of senior debt.
Senior
debt securities will constitute senior debt under the subordinated indenture.
Additional
or different subordination provisions may be described in a prospectus supplement relating to a particular series of debt securities.
Definitions
“Designated
senior debt” means our obligations under any particular senior debt in which the instrument creating or evidencing the same
or the assumption or guarantee thereof, or related agreements or documents to which we are a party, expressly provides that such
indebtedness shall be designated senior debt for purposes of the subordinated indenture. The instrument, agreement or other document
evidencing any designated senior debt may place limitations and conditions on the right of such senior debt to exercise the rights
of designated senior debt.
“Indebtedness”
means the following, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of the
indenture for such series of securities or thereafter created, incurred or assumed:
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our
indebtedness evidenced by a credit or loan agreement, note, bond, debenture or other written obligation;
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all
of our obligations for money borrowed;
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all
of our obligations evidenced by a note or similar instrument given in connection with the acquisition of any businesses, properties
or assets of any kind,
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our
obligations:
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as
lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles,
or
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as
lessee under leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased
for financing purposes;
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all
of our obligations under interest rate and currency swaps, caps, floors, collars, hedge agreements, forward contracts or similar
agreements or arrangements;
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all
of our obligations with respect to letters of credit, bankers’ acceptances and similar facilities, including reimbursement
obligations with respect to the foregoing;
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all
of our obligations issued or assumed as the deferred purchase price of property or services, but excluding trade accounts
payable and accrued liabilities arising in the ordinary course of business;
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all
obligations of the type referred to in the above clauses of another person, the payment of which, in either case, we have
assumed or guaranteed, for which we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor
or otherwise, or which are secured by a lien on our property; and
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renewals,
extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange
for, any such indebtedness or obligation described in the above clauses of this definition.
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“Senior
debt” means the principal of, premium, if any, and interest, including all interest accruing subsequent to the commencement
of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such
proceeding, and rent payable on or in connection with, and all fees and other amounts payable in connection with, our indebtedness.
However, senior debt shall not include:
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any
debt or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide
that it shall not be senior in right of payment to the subordinated debt securities or expressly provide that such indebtedness
is on the same basis or “junior” to the subordinated debt securities; or
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debt
to any of our subsidiaries, a majority of the voting stock of which is owned, directly or indirectly, by us.
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“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by us or by one or
more or our other subsidiaries or by a combination of us and our other subsidiaries. For purposes of this definition, “voting
stock” means stock or other similar interests which ordinarily has or have voting power for the election of directors, or
persons performing similar functions, whether at all times or only so long as no senior class of stock or other interests has
or have such voting power by reason of any contingency.
DESCRIPTION
OF THE UNITS
General
At
our option, we may elect to issue units comprised of common stock, preferred stock, depository shares, warrants, debt securities,
or any combination thereof. Each unit will be issued so that the holder of the unit is also the holder of each security included
in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at
any time or at any time before a specified date.
The
summary of terms of the units contained in this section of the prospectus is not complete, and is subject to modification in any
prospectus supplement for any issuance of units. We will describe in the applicable prospectus supplement the terms of the series
of units, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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Any
provisions of the governing unit agreement that differ from those described below; and
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Any
provisions for the issuance, settlement, transfer or exchange of the units or of the securities comprising the units.
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In
addition, the provisions described under “Description of Capital Stock,” “Description of the Depositary Shares,”
“Description of the Warrants” and “Description of the Debt Securities” will apply to each unit and to
any common stock, preferred stock, debt security or warrants included in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Any
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the unit.
Title
We,
any unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
Outstanding
Units
We
have no outstanding units.
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (1) to or through underwriters or dealers, (2) directly to purchasers,
including our affiliates, (3) through agents, or (4) through a combination of any these methods. The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing
market prices, or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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the
net proceeds from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
commissions paid to agents.
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Sale
through underwriters or dealers
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one
or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions
in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and
short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
Direct
sales and sales through agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
Underwriter,
dealer or agent discounts and commissions
Underwriters,
dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers as their
agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under
the Securities Act. As a result, discounts, commissions, or profits on resale received by the underwriters, dealers or agents
may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any such underwriter, dealer
or agent, and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. The maximum commission or discount to be received by
any underwriter, dealer or agent will not be greater than eight percent (8%) of the maximum gross proceeds of the securities that
may be sold under this prospectus.
Delayed
delivery contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Market
making, stabilization and other transactions
Unless
the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no
established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use
in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without
notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule
104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence
of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
Derivative
transactions and hedging
We,
the underwriters or other agents may engage in derivative transactions involving the securities. These derivatives may consist
of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the
securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments
with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions,
we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may affect
the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities
in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities purchased or
borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to
directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.
Electronic
auctions
We
may also make sales through the Internet or through other electronic means. Since we may from time to time elect to offer securities
directly to the public, with or without the involvement of agents, underwriters or dealers, while utilizing the Internet or other
forms of electronic bidding or ordering systems for the pricing and allocation of such securities, you should pay particular attention
to the description of that system we will provide in a prospectus supplement.
Such
electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional
offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which
such securities are sold. These bidding or ordering systems may present to each bidder, on a so-called “real-time”
basis, relevant information to assist in making a bid, such as the clearing spread at which the offering would be sold, based
on the bids submitted, and whether a bidder’s individual bids would be accepted, prorated or rejected. For example, in the
case of a debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury
note. Of course, many pricing methods can and may also be used.
Upon
completion of such an electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors.
The final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole
or in part on the results of the Internet or other electronic bidding process or auction.
General
information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Morrison & Foerster LLP, San Francisco, California.
EXPERTS
The
financial statements of Cassava Sciences, Inc. appearing in its Annual Report (Form 10-K) for the year ended December 31, 2019
have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such financial statements as of December 31, 2019 have been incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file
at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through the Internet. These filings
will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Information contained on our website is not part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus certain information we file with it, which means that we can disclose
important information by referring you to those documents. The information incorporated by reference is considered to be a part
of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained
in this prospectus and any accompanying prospectus supplement. We incorporate by reference the documents listed below that we
have previously filed with the SEC (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to
the General Instructions of Form 8-K):
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 26, 2020; and
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the
description of our common stock contained in our Registration Statement on Form 8-A as filed with the SEC on March 15, 2000,
and any further amendment or report filed hereafter for the purpose of updating such description pursuant to Section 12(b)
of the Exchange Act.
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We
also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the completion or termination of the offering, including all such documents we may file
with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement,
but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document
incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies
or supersedes that statement.
You
may request a copy of these filings, at no cost to you, by telephoning us at (512) 501-2444 or by writing us at the following
address:
Cassava
Sciences, Inc.
7801
N Capital of Texas Highway, Suite 260
Austin,
TX 78731
United
States of America
Attn:
Investor Relations
Shares
Common
Stock
PROSPECTUS
SUPPLEMENT
Sole
Book-Running Manager
Cantor
,
2020
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