UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On September 12, 2019, Apellis Pharmaceuticals (“Apellis”) issued a press release announcing that it has priced a private offering of $220.0 million aggregate principal amount of its convertible senior notes due 2026. The notes will only be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Apellis also granted to the initial purchasers of the notes a 13-day option to purchase up to an additional $33.0 million aggregate principal amount of the notes solely to cover over-allotments, if any. The offering is expected to close on September 16, 2019, subject to satisfaction of customary closing conditions. In connection with the pricing of the notes, Apellis entered into capped call transactions with certain of the initial purchasers of the notes and/or their respective affiliates and other financial institutions.
Apellis estimates that the net proceeds of the offering will be approximately $212.9 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Apellis. Apellis believes that the net proceeds, together with its existing cash and cash equivalents, will enable it to fund its operating expenses and capital expenditure requirements at least into the second quarter of 2021. Apellis based this estimate on assumptions that may prove to be wrong, and could use its available capital resources sooner than expected.
A copy of the press release announcing the pricing of the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and the exhibit attached hereto 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 relating to Apellis’ belief that the net proceeds of the offering, together with its existing cash and cash equivalents, will be sufficient to fund its operating expenses and capital expenditure requirements at least into the second quarter of 2021. 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 the uncertainties related to market conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of Apellis’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2019 and the risks described in other filings that Apellis may make with the Securities and Exchange Commission. Any forward-looking statements contained in this press release 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 | |||
| 99.1 |
Press Release, dated September 12, 2019, of Apellis Pharmaceuticals, Inc. | |||
| 104 |
Cover Page Interactive Date 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: September 12, 2019 |
By: |
/s/ Cedric Francois | ||||
| Cedric Francois, M.D., Ph.D. | ||||||
| President and Chief Executive Officer | ||||||