UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On January 6, 2021, Apellis Pharmaceuticals, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.500% Convertible Senior Notes due 2026 (the “Notes”) that were issued on September 16, 2019. Under the terms of the Exchange Agreements, the holders have agreed to exchange with the Company approximately $107.5 million in aggregate principal amount of Notes held by them for (i) 2,232,808 shares of the Company’s common stock, which is equal to 20.7792 shares per $1,000 principal amount of Notes exchanged plus (ii) an additional number of shares of the Company’s common stock per $1,000 principal amount of Notes exchanged equal to the quotient of (a) $544.07 divided by (b) the average of the daily volume-weighted average prices of the Company’s common stock over the ten consecutive trading days commencing on January 7, 2021 (collectively, the “Shares”). These exchange transactions are expected to close on January 25, 2021, subject to the satisfaction of customary closing conditions.
The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as Exhibit 10.1 hereto.
On January 7, 2021, the Company issued a press release announcing the execution of the Exchange Agreements, a copy of which is attached hereto as Exhibit 99.1.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure under Item 1.01 above is incorporated by reference herein.
The issuance of the Shares under the Exchange Agreements is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualified as “qualified institutional buyers” (as such term is defined in Rule 144A of the Securities Act) or institutional “accredited investors” (as such term in defined in Rule 501 of the Securities Act”).
The shares of the Company’s common stock issuable in the exchanges have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.
Forward-Looking Statements
Statements in this Current Report on Form 8-K about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements in respect of the expected closing of the exchanges. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including whether the conditions for the closing of the exchanges will be satisfied and other factors discussed in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2020 and the risks described in other filings that Apellis may make with the Securities and Exchange Commission. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and Apellis specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Form of Exchange Agreement | |
| 99.1 | Press Release of Apellis Pharmaceuticals, Inc., dated January 7, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apellis Pharmaceuticals, Inc. | ||||||
| Date: January 7, 2021 |
By: |
/s/ Timothy Sullivan | ||||
| Timothy Sullivan | ||||||
| Chief Financial Officer | ||||||