Cerevel Therapeutics Holdings, Inc. [CERE] Filings

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Accelerated filer

Non-accelerated filer

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Emerging growth company

10-Q 1 cere-20210930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-39311

CEREVEL THERAPEUTICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3911080
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

222 Jacobs Street, Suite 200 Cambridge, MA	02141
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (844) 304-2048

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

CERE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2021, the registrant had 147,235,789 shares of common stock, par value $0.0001 per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88
Item 3.	Defaults Upon Senior Securities	88
Item 4.	Mine Safety Disclosures	88
Item 5.	Other Information	88
Item 6.	Exhibits	89
Signatures		90

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, or this Quarterly Report, may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:



the format, likelihood of success, cost and timing of our clinical trials and other product development activities, including the design of clinical trials and preclinical studies, the timing of initiation and completion of clinical trials and related preparatory work and the timing and outcome of regulatory interactions;



our ability to recruit and enroll suitable patients in our clinical trials;



the potential attributes and benefits of our product candidates;



our ability to obtain and maintain regulatory approval for our product candidates, and any related restrictions, limitations or warnings in the label of an approved product candidate;



our ability to obtain funding for our operations, including funding necessary to complete further development, approval and, if approved, commercialization of our product candidates;



the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expense and capital expenditure requirements;



the potential for our business development efforts to maximize the potential value of our portfolio;



our ability to identify, in-license or acquire additional product candidates;



our ability to maintain the Pfizer License Agreement underlying our product candidates;



our ability to compete with other companies currently marketing or engaged in the development of treatments for the indications that we are pursuing for our product candidates;



our ability to obtain and maintain intellectual property protection for our product candidates and the duration of such protection;



our ability to contract with and rely on third parties to assist in conducting our clinical trials and manufacturing our product candidates;



the size and growth potential of the markets for our product candidates, and our ability to serve those markets, either alone or in partnership with others;



the rate and degree of market acceptance of our product candidates, if approved;



the pricing and reimbursement of our product candidates, if approved;



regulatory developments in the United States and foreign countries;



the impact of laws, regulations, accounting standards, regulatory requirements, judicial decisions and guidance issued by authoritative bodies;



our ability to attract and retain key scientific, medical, commercial or management personnel;



our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;



our financial performance;



the ability to recognize the anticipated benefits of the Business Combination and the tavapadon financing transaction; and



the effect of COVID-19 on the foregoing.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled “Risk Factors” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that we consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

Our business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those highlighted in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:



The successful development of pharmaceutical products is highly uncertain.



We are a clinical-stage biopharmaceutical company with a limited operating history. We have incurred significant financial losses since our inception and anticipate that we will continue to incur significant financial losses for the foreseeable future.



We will need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or terminate our product discovery and development programs or commercialization efforts.



Due to the significant resources required for the development of our pipeline, and depending on our ability to access capital, we must prioritize the development of certain product candidates over others. Moreover, we may fail to expend our limited resources on product candidates or indications that may have been more profitable or for which there is a greater likelihood of success.



Our business is highly dependent on the success of our product candidates. If we are unable to successfully complete clinical development, obtain regulatory approval for or commercialize one or more of our product candidates, or if we experience delays in doing so, our business will be materially harmed.



The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.



Business interruptions resulting from the ongoing COVID-19 outbreak or similar public health crises could cause a disruption of the development of our product candidates and adversely impact our business.



If our clinical trials fail to replicate positive results from earlier preclinical studies or clinical trials conducted by us or third parties, we may be unable to successfully develop, obtain regulatory approval for or commercialize our product candidates.



We may incur unexpected costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates.



Even if any of our product candidates receives regulatory approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success, in which case we may not generate significant revenues or become profitable.



Competitive products may reduce or eliminate the commercial opportunity for our product candidates, if approved. If our competitors develop technologies or product candidates more rapidly than we do, or their technologies or product candidates are more effective or safer than ours, our ability to develop and successfully commercialize our product candidates may be adversely affected.



We depend heavily on our executive officers, third-party consultants and others and our ability to compete in the biotechnology and pharmaceutical industries depends upon our ability to attract and retain highly qualified managerial, scientific and medical personnel. The loss of their services or our inability to hire and retain such personnel would materially harm our business.



Bain Investor and Pfizer have significant influence over us.



We rely on third parties to assist in conducting our clinical trials. If they do not perform satisfactorily, we may not be able to obtain regulatory approval or commercialize our product candidates, or such approval or commercialization may be delayed, and our business could be substantially harmed.



We depend and expect in the future to continue to depend on in-licensed intellectual property. Such licenses impose obligations on our business, and if we fail to comply with those obligations, we could lose license rights, which would substantially harm our business.

The risks described above should be read together with the text of the full risk factors described below in the section entitled “Risk Factors” and the other information set forth in this Quarterly Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the Securities Exchange Commission, or the SEC. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations and future growth prospects.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CEREVEL THERAPEUTICS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts and per share data)

(Unaudited)


	As of
	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	669,676		$	383,623
Prepaid expenses and other current assets		5,353			6,937
Total current assets		675,029			390,560
Property and equipment, net		28,404			24,165
Operating lease assets		23,576			24,459
Restricted cash		4,200			4,200
Other long-term assets		2,271			1,889
Total assets	$	733,480		$	445,273
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,445		$	4,993
Accrued expenses and other current liabilities		23,020			22,519
Operating lease liabilities, current portion		2,335			2,036
Total current liabilities		30,800			29,548
Operating lease liabilities, net of current portion		34,752			30,969
Financing liability, related party (Notes 5 and 6)		19,306			—
Financing liability (Notes 5 and 6)		19,306			—
Other long-term liabilities		236			236
Total liabilities		104,400			60,753
Commitments and contingencies (Notes 12 and 13)
Stockholders’ equity:
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020		—			—
Common stock, $0.0001 par value: 500,000,000 shares authorized; 147,135,968 and 127,123,954 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		15			13
Additional paid-in capital		1,186,787			775,417
Accumulated other comprehensive loss		(533	)		—
Accumulated deficit		(557,189	)		(390,910	)
Total stockholders’ equity		629,080			384,520
Total liabilities and stockholders’ equity	$	733,480		$	445,273

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CEREVEL THERAPEUTICS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share amounts and per share data)

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020
Operating expenses:
Research and development	$	40,159		$	24,026		$	114,014		$	73,168
General and administrative		14,368			10,336			41,594			34,052
Total operating expenses		54,527			34,362			155,608			107,220
Loss from operations		(54,527	)		(34,362	)		(155,608	)		(107,220	)
Interest income, net		13			1			38			210
Other income (expense), net		(7,545	)		(4,684	)		(10,709	)		(11,976	)
Loss before income taxes		(62,059	)		(39,045	)		(166,279	)		(118,986	)
Income tax benefit (provision), net		—			5			—			21
Net loss	$	(62,059	)	$	(39,040	)	$	(166,279	)	$	(118,965	)
Net loss per share, basic and diluted	$	(0.43	)	$	(0.62	)	$	(1.25	)	$	(1.93	)
Weighted-average shares used in calculating net loss per share, basic and diluted		144,022,109			63,270,340			132,971,450			61,726,114

Comprehensive loss:
Net loss	$	(62,059	)	$	(39,040	)	$	(166,279	)	$	(118,965	)
Other comprehensive loss
Changes in fair value attributable to instrument-specific credit risk		(533	)		—			(533	)		—
Total other comprehensive loss		(533	)		—			(533	)		—
Comprehensive loss	$	(62,592	)	$	(39,040	)	$	(166,812	)	$	(118,965	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CEREVEL THERAPEUTICS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(1)

(In thousands, except share amounts)

(Unaudited)


	Common stock				Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares		Amount		capital			loss			deficit			equity
Balance at December 31, 2020		127,123,954	$	13	$	775,417		$	—		$	(390,910	)	$	384,520
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—			—			—			—
Issuance of common stock under equity incentive plans related to exercise of options		186,892		—		742			—			—			742
Reclassification of private placement warrants from equity to other long-term liabilities		—		—		(305	)		—			—			(305	)
Equity-based compensation expense		—		—		6,060			—			—			6,060
Net loss		—		—		—			—			(50,981	)		(50,981	)
Balance at March 31, 2021		127,325,116	$	13	$	781,914		$	—		$	(441,891	)	$	340,036
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—			—			—			—
Issuance of common stock under equity incentive plans related to exercise of options		204,684		—		1,394			—			—			1,394
Issuance of common stock under equity incentive plans related to ESPP issuances		40,589		—		435			—			—			435
Equity-based compensation expense		—		—		5,261			—			—			5,261
Net loss		—		—		—			—			(53,239	)		(53,239	)
Balance at June 30, 2021		127,584,659	$	13	$	789,004		$	—		$	(495,130	)	$	293,887
Issuance of common stock related to follow-on offering, net of offering costs (Note 1)		14,000,000		1		328,250			—			—			328,251
Issuance of common stock related to exercise of public warrants		4,822,947		1		55,462			—			—			55,463
Issuance of common stock related to cashless exercise of private placement warrants		111,426		—		4,186			—			—			4,186
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—			—			—			—
Issuance of common stock under equity incentive plans related to exercise of options		602,666		—		3,751			—			—			3,751
Equity-based compensation expense		—		—		6,134			—			—			6,134
Other comprehensive loss		—		—		—			(533	)		—			(533	)
Net loss		—		—		—			—			(62,059	)		(62,059	)
Balance at September 30, 2021		147,135,968	$	15	$	1,186,787		$	(533	)	$	(557,189	)	$	629,080

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CEREVEL THERAPEUTICS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(1)

(In thousands, except share amounts)

(Unaudited)


	Common stock				Additional paid-in		Accumulated			Total stockholders’
	Shares		Amount		capital		deficit			equity
Balance at December 31, 2019		60,930,932	$	6	$	322,115	$	(244,298	)	$	77,823
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—		—			—
Equity-based compensation expense		—		—		2,970		—			2,970
Net loss		—		—		—		(53,208	)		(53,208	)
Balance at March 31, 2020		60,945,202	$	6	$	325,085	$	(297,506	)	$	27,585
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—		—			—
Equity-based compensation expense		—		—		3,423		—			3,423
Net loss		—		—		—		(26,717	)		(26,717	)
Balance at June 30, 2020		60,959,472	$	6	$	328,508	$	(324,223	)	$	4,291
Issuance of Series A-1 preferred stock and Series A common stock in exchange for cash		2,500,000		—		25,000		—			25,000
Partial settlement of Equity Commitment liability upon issuance of Series A-1 preferred stock and Series A common stock		—		—		5,530		—			5,530
Issuance of common stock under equity incentive plans related to vesting of RSUs		14,270		—		—		—			—
Equity-based compensation expense		—		—		3,472		—			3,472
Net loss		—		—		—		(39,040	)		(39,040	)
Balance at September 30, 2020		63,473,742	$	6	$	362,510	$	(363,263	)	$	(747	)

(1)

Historical share and capital amounts were retroactively restated for reverse recapitalization as described in Note 1, Nature of Operations.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CEREVEL THERAPEUTICS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(166,279	)	$	(118,965	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization		1,644			336
Non-cash rent expense under operating leases		(615	)		471
Equity-based compensation		17,455			9,864
Change in fair value of Equity Commitment and Share Purchase Option		—			11,970
Change in fair value of financing liability, related party		3,415			—
Change in fair value of financing liability		3,415			—
Change in fair value of private placement warrants		3,881			—
Write-off of deferred costs related to financing activities		—			2,485
Changes in operating assets and liabilities, net:
Prepaid expenses and other current assets		1,672			4,577
Operating lease asset		(14	)		(459	)
Other assets		(651	)		(243	)
Accounts payable		1,874			581
Accrued expenses and other liabilities		2,806			8,699
Operating lease liability		5,595			4,585
Net cash flows used in operating activities		(125,802	)		(76,099	)
Cash flows from investing activities:
Purchases of property and equipment		(9,431	)		(11,341	)
Net cash flows used in investing activities		(9,431	)		(11,341	)
Cash flows from financing activities:
Proceeds from issuance of common stock related to follow-on offering, net of offering costs (refer to Note 1)		328,251			—
Proceeds from the exercise of public warrants		55,463			—
Proceeds from the exercise of stock options and ESPP purchases		6,322			—
Proceeds from financing liability, related party		15,625			—
Proceeds from financing liability		15,625			—
Proceeds from issuance of Series A-1 preferred stock and Series A common stock with exchange		—			25,000
Deferred costs related to financing activities		—			(4,234

Cerevel Therapeutics Holdings, Inc. [CERE] Filings
10-Q	[2021-11-10]
10-Q	[2021-08-11]
S-1	[2021-06-29]
10-Q	[2021-05-17]
10-K	[2021-03-24]
S-1	[2020-11-25]
10-Q	[2020-11-16]
10-Q	[2020-08-14]
S-1	[2020-05-19]