UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 5, 2016
Commission File Number: 000-50768
ACADIA Pharmaceuticals Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 061376651 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
3611 Valley Centre Drive, Suite 300, San Diego, California 92130
(Address of principal executive offices)
858-558-2871
(Registrant’s Telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
We are filing certain information for the purpose of updating descriptions of our business and risk factors contained in our other filings with the Securities and Exchange Commission. A copy of this additional disclosure is attached as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Company disclosure. | |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to statements about:
| • | our plans and timing with respect to seeking regulatory approvals; |
| • | the potential commercialization of any of our drug candidates that receive regulatory approval; |
| • | the progress, timing, results or implications of clinical trials and other development activities involving our drug candidates; |
| • | the benefits to be derived from our drug candidates; |
| • | the potential market opportunities for our drug candidates; |
| • | our strategy for discovering, developing and commercializing, if approved, drug candidates; |
| • | our existing and potential future collaborations; |
| • | our estimates of future payments, revenues and profitability; and |
| • | our estimates regarding our capital requirements, future expenses and need for additional financing. |
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions (including their use in the negative) intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the section captioned “Risk Factors” in Exhibit 99.1 attached to this report.
We qualify all of the forward-looking statements in this report by these cautionary statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.
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.
| Date: January 5, 2016 | ACADIA Pharmaceuticals Inc. | |||||
| By: | /s/ Glenn F. Baity | |||||
| Name: | Glenn F. Baity | |||||
| Title: | EVP, General Counsel & Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Company disclosure. | |