Common use of Registration No Clause in Contracts

Registration No. 333-248738 We have entered into an At The Market Offering Agreement, or the sales agreement, with X.X. Xxxxxxxxxx & Co., LLC, or the sales agent, dated as of January 13, 2021, relating to the offer and sale of shares of our common stock. In accordance with the terms of the sales agreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having an aggregate offering price of up to $15,250,000 from time to time through the sales agent. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “ACOR.” On January 12, 2021, the last reported sale price of our common stock on Nasdaq was $4.24 per share. You are urged to obtain current market quotations for our common stock. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and the sales agent agree on a method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing U.S. trading market at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The sales agent is not required to sell any certain number of shares or dollar amount of our common stock, but it will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. The sales agent will be entitled to compensation at a fixed commission rate equal to 3% of the gross sales price per share sold under the sales agreement. In connection with the sale of the common stock on our behalf, the sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent may be deemed to be underwriting commissions or discounts. We have also agreed to reimburse certain expenses of the sales agent in connection with the sales agreement as further described in the Plan of Distribution section beginning on page S-10 of this prospectus supplement. As of January 7, 2021, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $46,010,782, which we calculated based on 9,483,236 shares of common stock that were issued and outstanding as of January 7, 2021, of which 9,363,394 shares were held by non-affiliates, and a price per share of $4.9139 on December 2, 2020 (as adjusted for our one-for-six reverse stock split that took effect December 31, 2020). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus supplement forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” on page S-4 of this prospectus supplement, on page 5 of the accompanying prospectus, any related free writing prospectus and other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. X.X. Xxxxxxxxxx & Co. The date of this prospectus supplement is January 13, 2021. TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARY THE OFFERING RISK FACTORS USE OF PROCEEDS DILUTION PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF INFORMATION BY REFERENCE S-1 S-2 S-4 S-7 S-8 S-10 S-12 S-12 S-12 S-13 Prospectus ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 4 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF UNITS 24 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF INFORMATION BY REFERENCE 29 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration procedure. Under this prospectus supplement, we may offer shares of our common stock having an aggregate offering price of up to $15,250,000 from time to time at prices and on terms to be determined by market conditions at the time of offering. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. 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 the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement. 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 agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were effective 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. Neither we nor the sales agent have authorized anyone else to provide you with different or additional information from that contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the sales agent take responsibility for, and provide no assurance as the reliability of, any information that others may give. Neither we nor the sales agent are making an offer to sell or soliciting an offer to buy our common stock under any circumstance in any jurisdiction where the offer or solicitation is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of the date of the respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying 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 supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. All references in this prospectus supplement and the accompanying prospectus to “Acorda,” the “Company,” “we,” “us,” “our,” or similar references refer to Acorda Therapeutics, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

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Samples: d18rn0p25nwr6d.cloudfront.net

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Registration No. 333-248738 233537 We have entered into an At The Market Offering Agreement, or the a sales agreement, or Sales Agreement, with X.X. Xxxxxxxxxx & Co., SVB Leerink LLC, or the sales agentSVB Leerink, dated as of January 13August 29, 20212019, relating to the offer and sale of shares of our common stockstock offered by this prospectus. In accordance with the terms of the sales agreementSales Agreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock stock, $0.0001 par value per share, having an aggregate offering price of up to $15,250,000 75,000,000 from time to time through the sales SVB Leerink, acting as our agent. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “ACOR.” On January 12, 2021, the last reported sale price of our common stock on Nasdaq was $4.24 per share. You are urged to obtain current market quotations for our common stock. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may will be made in sales by any method permitted that is deemed to be an “at the market offeringsoffering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through Nasdaq, the The Nasdaq Global Select Market or any other existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and the sales agent agree on a method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing U.S. trading market at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The sales agent SVB Leerink is not required to sell any certain number of shares or dollar amount of our common stockspecific amount, but it will act as our sales agent on a using commercially reasonable efforts basis consistent with its normal trading and sales practices. The sales agent There is no arrangement for funds to be received in any escrow, trust or similar arrangement. SVB Leerink will be entitled to compensation at a fixed commission rate equal to 3of 3.0% of the gross sales price per share sold under the sales agreementSales Agreement. See “Plan of Distribution” beginning on page SA-19 for additional information regarding the compensation to be paid to SVB Leerink. In connection with the sale of the common stock on our behalf, the sales agent may SVB Leerink will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent may SVB Leerink will be deemed to be underwriting commissions or discounts. We have also agreed to reimburse provide indemnification and contribution to SVB Leerink with respect to certain expenses liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the sales agent in connection with Exchange Act. Our common stock is listed on The Nasdaq Global Select Market under the sales agreement as further described in the Plan of Distribution section beginning on page S-10 of this prospectus supplement. As of January 7symbol “ITCI.” On August 28, 20212019, the aggregate market value last reported sale price of our outstanding common stock held by non-affiliates was approximately $46,010,782, which we calculated based on 9,483,236 shares of common stock that were issued and outstanding as of January 7, 2021, of which 9,363,394 shares were held by non-affiliates, and a price 8.55 per share of $4.9139 on December 2, 2020 (as adjusted for our one-for-six reverse stock split that took effect December 31, 2020). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus supplement forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3share. Investing in our securities involves a high degree of risk. You Before deciding whether to invest in our securities, you should consider carefully consider the risks that we have described on page SA-6 of this prospectus under the caption “Risk Factors” on page S-4 of this prospectus supplement, on page 5 of and in the accompanying prospectus, any related free writing prospectus and other information contained or documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if passed upon the adequacy or accuracy of this prospectus is accurate or completeprospectus. Any representation to the contrary is a criminal offense. X.X. Xxxxxxxxxx & Co. SVB Leerink The date of this prospectus supplement is January 13September 12, 2021. 2019 TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARY SA-1 THE OFFERING SA-5 RISK FACTORS SA-6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS SA-8 USE OF PROCEEDS SA-10 DIVIDEND POLICY SA-11 DILUTION SA-12 DESCRIPTION OF CAPITAL STOCK SA-14 CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS SA-16 PLAN OF DISTRIBUTION SA-19 LEGAL MATTERS SA-21 EXPERTS SA-21 WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF INFORMATION BY REFERENCE S-1 S-2 S-4 S-7 S-8 S-10 S-12 S-12 S-12 S-13 Prospectus SA-21 ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 4 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF UNITS 24 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF INFORMATION BY REFERENCE 29 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using utilizing a “shelf” registration procedureprocess. Under this prospectus supplementshelf registration process, we may offer from time to time sell shares of our common stock having an aggregate offering price of up to $15,250,000 from time to time 75,000,000 under this prospectus at prices and on terms to be determined by market conditions at the time of the offering. This document is prospectus does not contain all of the information included in two partsthe registration statement. The first part is this prospectus supplement, which describes For a more complete understanding of the terms of this offering of common stock and also adds the securities, you should refer to and updates information contained in the accompanying prospectus and registration statement, including its exhibits. This prospectus, together with the documents incorporated by reference into this prospectus supplement and prospectus, includes all material information relating to the accompanying offering of securities under this prospectus. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to You should carefully read this prospectus, we are referring to both parts the information and documents incorporated herein by reference and the additional information under the headings “Where You Can Find More Information” and “Incorporation of this document combinedDocuments by Reference” before making an investment decision. To the extent there is a conflict between You should rely only on the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference in this prospectus. We have not, and SVB Leerink has not, authorized anyone to provide you with information different from that was filed with the SEC before the date of contained or incorporated by reference in this prospectus supplementprospectus. No dealer, on the salesperson or other hand, you should person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus supplement. If is accurate only as of the date on the front of the document and that any statement in one information we have incorporated herein by reference is accurate only as of these documents is inconsistent with a statement in another document having a later the date — for example, a of the document incorporated by reference in reference, regardless of the accompanying time of delivery of this prospectus — the statement in the document having the later date modifies or supersedes the earlier statementany sale of a security. 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 in this prospectus 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 agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were effective 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. Neither we nor To the sales agent have authorized anyone else to provide you with different or additional information from that contained in extent there are inconsistencies between this prospectus supplement, the accompanying prospectus or and any free writing prospectus prepared by us or on our behalf. Neither we nor the sales agent take responsibility for, and provide no assurance as the reliability of, any information that others may give. Neither we nor the sales agent are making an offer to sell or soliciting an offer to buy our common stock under any circumstance in any jurisdiction where the offer or solicitation is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of the date of the respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplementdocument with the most recent date will control. Unless the context otherwise requires, the accompanying prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying 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 supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. All references in this prospectus supplement and the accompanying prospectus to AcordaIntra-Cellular,” “ITCI,” the “Company,” “we,” “us,” “our,or and similar references terms refer to Acorda TherapeuticsIntra-Cellular Therapies, Inc. and its our subsidiaries. PROSPECTUS SUMMARY The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, except where including the context otherwise requires more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC. Investing in our securities involves risks. You should carefully consider the risk factors set forth in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as otherwise indicatedwell as adversely affect the value of an investment in our securities.

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Samples: ir.intracellulartherapies.com

Registration No. 333-248738 267173 We have entered into an At The Market Offering Agreement, or a Sales Agreement (the sales agreement”), with X.X. Xxxxxxxxxx & Co., LLC, or the sales agentX. Xxxxx Securities Inc. (“BRS”), dated as of January 13March 30, 20212023, relating to the offer and sale of shares of our common stock, $0.01 par value per share. In accordance with the terms of the sales agreement, under we may offer and sell from time to time shares of our common stock through BRS, acting as our sales agent. Under this prospectus supplement and the accompanying prospectus, and in accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $15,250,000 300,000,000 from time to time through and after the sales agent. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “ACOR.” On January 12, 2021, the last reported sale price of our common stock on Nasdaq was $4.24 per share. You are urged to obtain current market quotations for our common stockdate hereof. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may will be made in sales by any method permitted that is deemed to be an “at the market offeringsoffering” as defined in Rule 415 415(a)(4) under the Securities Act of 1933, as amended, or amended (the Securities Act, including sales made directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law”). If we and the sales agent agree on a method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing U.S. trading market at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The sales agent BRS is not required to sell any certain specific number of shares or dollar amount of our common stock, but it will act as our sales agent on a using commercially reasonable efforts basis consistent with its normal trading and sales practices, on mutually agreed terms between BRS and us. The sales agent There is no arrangement for funds to be received in any escrow, trust or similar arrangement. BRS will be entitled to compensation at a fixed commission rate equal of up to 33.0% of the aggregate gross sales price per share proceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, the sales agent may BRS will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent may BRS will be deemed to be underwriting commissions or discounts. We have also agreed to reimburse provide indemnification and contribution to BRS with respect to certain expenses liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-14 of this prospectus supplement for additional information regarding the compensation to be paid to BRS. Our shares trade on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BBBY.” From January 3, 2022 to March 27, 2023, the market price of our common stock has had extreme fluctuations, ranging from an intra-day low of $0.77 per share on March 20, 2023 to an intra-day high of $30.06 on March 7, 2022, and the last reported sale price of our common stock on Nasdaq on March 27, 2023, was $0.79 per share. From January 3, 2022 to March 27, 2023, according to Nasdaq, daily trading volume of our common stock ranged from as low as approximately 2,121,088 to as high as approximately 395,319,906 shares. These extreme fluctuations in the market price of and trading volumes in our common stock have been accompanied by reports of strong retail investor interest, including on social media and online forums. While the market price of our common stock may respond to developments regarding our liquidity, operating performance and prospects, developments regarding COVID-19, and developments regarding our industry, we believe that recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know if or how long these dynamics will last. In addition, as a result of the anticipated new sales agent in connection with of common stock into the market pursuant to the sales agreement as further described in or otherwise, including under a committed equity facility discussed below, current common stockholders may experience significant dilution and the Plan of Distribution section beginning on page S-10 of this prospectus supplement. As of January 7, 2021, the aggregate market value of their shares may decrease. The sales agreement only provides for sales made pursuant to an effective registration statement on Form S-3. Upon filing our outstanding common stock held by nonannual report on Form 10-affiliates was approximately $46,010,782K, which is due by April 26, 2023, we calculated based on 9,483,236 shares of common stock that were issued will lose S-3 eligibility and outstanding as of January 7, 2021, of which 9,363,394 shares were held by non-affiliates, and a price per share of $4.9139 on December 2, 2020 (as adjusted for our one-for-six reverse stock split that took effect December 31, 2020). Pursuant to General Instruction I.B.6 of Form S-3, in no event will therefore we sell, expect all sales made pursuant to the registration statement sales agreement will cease by April 26, 2023. If we do not receive the proceeds from the offering of which this prospectus supplement forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our outstanding common stock held covered by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not expect that we will likely file for bankruptcy protection, in which case holders of our common stock will likely receive no recovery at all for the securities offered or sold any securities pursuant by this registration statement. See “Risk Factors—Risks Related to General Instruction I.B.6 the Offering, our Business and Liquidity.” Under the circumstances, we caution you against investing in our common stock, unless you are prepared to incur the risk of Form S-3incurring substantial losses. See “Risk Factors—Risks Related to the Offering and Our Common Stock.” Investing in our securities common stock involves a high degree of risk. You should carefully consider risks that are described in the risks described under “Risk Factors” section on page S-4 of this prospectus supplement, on page 5 of the accompanying prospectus, any related free writing prospectus and other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus“Risk Factors” section of our Annual Report on Form 10-K for the year ended February 26, before making a decision 2022, our Quarterly Reports on Form 10-Q for the quarterly periods ended August 27, 2022 and November 26, 2022, and Exhibit 99.1 to invest our Current Report on Form 8-K dated August 31, 2022, Exhibit 99.2 to our Current Report on Form 8-K dated October 18, 2022, Exhibit 99.3 to our Current Report on Form 8-K dated February 6, 2023 and Item 8.01 to our Current Report on Form 8-K dated February 7, 2023, as such discussion may be amended or updated in our securities. Neither other reports filed by us with the Securities and Exchange Commission (the “SEC”), which is incorporated by reference herein. Neither 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 accurate truthful or complete. Any representation to the contrary is a criminal offense. X.X. Xxxxxxxxxx & Co. The date of this prospectus supplement is January 13, 2021. TABLE OF CONTENTS Prospectus Supplement PROSPECTUS SUPPLEMENT SUMMARY THE OFFERING RISK FACTORS USE OF PROCEEDS DILUTION PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF INFORMATION BY REFERENCE S-1 S-2 S-4 S-7 S-8 S-10 S-12 S-12 S-12 S-13 Prospectus ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 4 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF UNITS 24 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF INFORMATION BY REFERENCE 29 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration procedure. Under this prospectus supplement, we may offer shares of our common stock having an aggregate offering price of up to $15,250,000 from time to time at prices and on terms to be determined by market conditions at the time of offering. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. 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 the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement. 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 agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were effective 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. Neither we nor the sales agent have authorized anyone else to provide you with different or additional information from that contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf. Neither we nor the sales agent take responsibility for, and provide no assurance as the reliability of, any information that others may give. Neither we nor the sales agent are making an offer to sell or soliciting an offer to buy our common stock under any circumstance in any jurisdiction where the offer or solicitation is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf is accurate only as of the date of the respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying 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 supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. All references in this prospectus supplement and the accompanying prospectus to “Acorda,” the “Company,” “we,” “us,” “our,” or similar references refer to Acorda Therapeutics, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

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Registration No. 333-248738 239670 We have entered into an At The Market Offering a Controlled Equity OfferingSM Sales Agreement, or the sales agreement, with X.X. Xxxxxx Xxxxxxxxxx & Co., LLC, or the sales agent, dated as of January 13, 2021Xxxxxx Xxxxxxxxxx, relating to the offer and sale of shares of our common stockstock offered by this prospectus. In accordance with the terms of the sales agreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having an aggregate offering price of up to $15,250,000 75,000,000 from time to time through the Xxxxxx Xxxxxxxxxx acting as sales agent. Our common stock is listed on The the Nasdaq Global Select Market, or Nasdaq, Market under the trading symbol “ACORCBAY.” On January 12July 13, 20212020, the last reported sale price of our common stock on Nasdaq was $4.24 3.32 per share. You are urged to obtain current market quotations for our common stock. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offeringsbe“at-the-marketequity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly . Subject to the sales agent as principal, in negotiated transactions at market prices prevailing at the time terms of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and the sales agent agree on a method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing U.S. trading market at market pricesagreement, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The sales agent Xxxxxx Xxxxxxxxxx is not required to sell any certain specific number of shares or dollar amount amounts of our common stock, securities but it will act as sales agent on a and use commercially reasonable efforts basis to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Xxxxxx Xxxxxxxxxx and us. The sales agent There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Xxxxxx Xxxxxxxxxx will be entitled to compensation at a fixed commission rate equal to 3of 3.0% of the aggregate gross sales price per share sold under the sales agreementsold. In connection with the sale of the our common stock on our behalf, the sales agent Xxxxxx Xxxxxxxxxx may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agent Xxxxxx Xxxxxxxxxx may be deemed to be underwriting commissions or discounts. We have also agreed to reimburse certain expenses of the sales agent in connection with the sales agreement as further described in the Plan of Distribution section beginning on page S-10 of this prospectus supplement. As of January 7, 2021, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $46,010,782, which we calculated based on 9,483,236 shares of common stock that were issued and outstanding as of January 7, 2021, of which 9,363,394 shares were held by non-affiliates, and a price per share of $4.9139 on December 2, 2020 (as adjusted for our one-for-six reverse stock split that took effect December 31, 2020). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus supplement forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. You Before making an investment decision, you should review carefully and consider all of the risks described under “Risk Factors” on page S-4 of information set forth in this prospectus supplement, on page 5 of and the accompanying prospectus, any related free writing prospectus and other information contained or documents incorporated by reference in this prospectus. See “Risk Factors” beginning on page 4 of this prospectus supplement and in the accompanying documents incorporated by reference into this prospectus, before making a decision to invest 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 accurate truthful or complete. Any representation to the contrary is a criminal offense. X.X. Xxxxxxxxxx & Co. The date of this prospectus supplement is January July 13, 20212020. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT i PROSPECTUS SUMMARY THE OFFERING 1 RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 USE OF PROCEEDS 7 DILUTION 8 DESCRIPTION OF CAPITAL STOCK 10 PLAN OF DISTRIBUTION 13 LEGAL MATTERS 14 EXPERTS 14 WHERE YOU CAN FIND MORE INFORMATION 14 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-1 S-2 S-4 S-7 S-8 S-10 S-12 S-12 S-12 S-13 Prospectus 15 ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 4 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF COMMON STOCK 6 DESCRIPTION OF PREFERRED STOCK 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF WARRANTS 22 DESCRIPTION OF UNITS 24 PLAN OF DISTRIBUTION 25 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF INFORMATION BY REFERENCE 29 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are is part of a registration statement on Form S-3 that we have filed with the United States Securities and Exchange Commission, or the SEC, using utilizing a “shelf” registration procedureprocess. Under the shelf registration statement we may offer shares of our common stock, preferred stock, debt securities and warrants, including common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants, having an aggregate offering price of up to $200,000,000. Under this prospectus supplementprospectus, we may offer shares of our common stock having an aggregate offering price of up to $15,250,000 75,000,000 from time to time at prices and on terms to be determined by market conditions at the time of offering. This document is We provide information to you about this offering of shares of our common stock in two parts. The first part is this prospectus supplementprospectus, which describes the terms of specific details regarding this offering of common stock and also adds to and updates offering. If information contained in the accompanying this prospectus and the is inconsistent with documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before prior to the date of this prospectus supplement, on the other handprospectus, you should rely on the information in this prospectus supplementprospectus. If However, if any statement in one of these documents is inconsistent with a statement in another document having a later date — date—for example, a document incorporated by reference in the accompanying prospectus — this prospectus—the statement in the document having the later date modifies or supersedes the earlier statementstatement as our business, financial condition, results of operations and prospects may have changed since the earlier dates. We further note that You should rely only on the representationsinformation contained in, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is or incorporated by reference herein were made solely into, this prospectus and in any free writing prospectus that we may authorize for the benefit of the parties to such agreement, including, use in some cases, for the purpose of allocating risk among the parties to such agreementsconnection with this offering. We have not, and should not be deemed to be a representationXxxxxx Xxxxxxxxxx has not, warranty or covenant to you. Moreover, such representations, warranties or covenants were effective 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. Neither we nor the sales agent have authorized anyone else any other person to provide you with different information. If anyone provides you with different or additional information from that contained in this prospectus supplementinconsistent information, the accompanying prospectus or any free writing prospectus prepared by us or you should not rely on our behalfit. Neither we nor the sales agent We and Xxxxxx Xxxxxxxxxx take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may givegive you. Neither we nor the sales agent We are not, and Cantor Xxxxxxxxxx is not, making an offer to sell or soliciting an offer to buy our common stock under any circumstance securities in any jurisdiction where the in which an offer or solicitation is not permittedauthorized 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. You should assume that the information contained appearing in this prospectus supplementprospectus, the accompanying prospectus or documents incorporated by reference into this prospectus, and in any free writing prospectus prepared by us or on our behalf that we may authorize for use in connection with this offering, is accurate only as of the date of the those respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any sale of a securitydocuments. 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 captioned “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the our common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the our common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. All references We obtained the industry and market data in this prospectus supplement from our own research as well as from industry and general publications, surveys and studies conducted by third parties. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the accompanying future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus and documents incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. This prospectus, including the information incorporated by reference into this prospectus, include trademarks, service marks and trade names owned by us or others. All trademarks, service marks and trade names included or incorporated by reference in this prospectus or any related free writing prospectus are the property of their respective owners. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in this prospectus and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part. References in this prospectus to “Acorda,” CymaBay”, “the Company,” “we,” ”, “us,and “our,or similar references refer to Acorda CymaBay Therapeutics, Inc., a Delaware corporation, and its consolidated subsidiaries, if any, unless otherwise specified. CymaBay Therapeutics, Inc. Overview We are a clinical-stage biopharmaceutical company focused on developing and providing access to innovative therapies for patients with liver and other chronic diseases with high unmet medical need. Our lead product candidate, seladelpar, is a potent and selective agonist of peroxisome proliferator activated receptor delta (PPARd), a nuclear receptor that regulates genes directly or indirectly involved in the synthesis of bile acids/sterols, metabolism of lipids and glucose, inflammation and fibrosis. We have been developing seladelpar for the treatment of liver diseases including: • primary biliary cholangitis (PBC), an autoimmune disease that causes progressive destruction of the bile ducts in the liver resulting in impaired bile flow (cholestasis) and inflammation; • nonalcoholic steatohepatitis (XXXX), a prevalent and serious chronic liver disease caused by excessive fat accumulation in the liver that results in inflammation and cellular injury that can progress to fibrosis and cirrhosis, and potentially liver failure and death; and • primary sclerosing cholangitis (PSC), a rare, chronic cholestatic liver disease characterized by diffuse inflammation and fibrosis of the intrahepatic and extrahepatic bile ducts. Key elements of our strategy have been to advance clinical development of seladelpar for patients with PBC, XXXX and PSC, to strengthen our patent portfolio and other means of protecting exclusivity, and to evaluate other product candidates. Risks Associated with our Business Our business is subject to numerous risks. You should read these risks before you invest in our common stock. In particular, our risks include, but are not limited to, the following: • Our lead development candidate, seladelpar, is currently on clinical hold and there is no assurance that the clinical hold will be lifted by the FDA or that we will be able to restart clinical development even if the clinical hold is lifted; • Our ability to generate future revenues from product sales is uncertain and depends upon our ability to successfully develop, obtain regulatory approval for, and commercialize product candidates; • We will need additional capital in the future to sufficiently fund our operations and research; • Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates; • We depend on the successful completion of clinical trials for our product candidates; • Delays in clinical trials are common and have many causes, and any delay could result in increased costs to us and jeopardize or delay our ability to obtain regulatory approval and commence product sales; • Our business may be adversely affected by the ongoing COVID-19 pandemic; • Our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance; • If any product candidate that we successfully develop does not achieve broad market acceptance among physicians, patients, health care payors and the medical community, the revenues that it generates from its subsidiariessales will be limited; and • After the completion of our clinical trials, except where we cannot predict whether or when we will obtain regulatory approval to commercialize our product candidates and we cannot, therefore, predict the context otherwise requires timing of any future revenue from our product candidates. Regulatory approval of a product candidate is not guaranteed, and the approval process is expensive, uncertain and lengthy. Corporate Information CymaBay Therapeutics, Inc., was incorporated under the laws of the State of Delaware on October 5, 1988, originally under the name Transtech Corporation. Our executive offices are located at 0000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxx, XX 00000. The telephone number at our executive office is (000) 000-0000. Our corporate website address is xxx.xxxxxxx.xxx. We do not incorporate the information contained on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus. Our website address is included in this prospectus as otherwise indicated.an inactive textual reference only. The Offering Common stock offered by us Shares of our common stock having an aggregate offering price of up to $75,000,000. Common stock to be outstanding after this offering Up to 91,472,820 shares (as more fully described in the notes following this table), assuming sales of 22,590,361 shares of our common stock in this offering at an offering price of $3.32 per share, which was the last reported sale price of our common stock on the Nasdaq Global Select Market on July 13, 2020. The actual number of shares issued will vary depending on the sales price under this offering. Manner of offering “At-the-market” offering that may be made from time to time through our sales agent, Xxxxxx Xxxxxxxxxx. See “Plan of Distribution” on page 13. Use of Proceeds We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, including research and development expenses and capital expenditures. See “Use of Proceeds” on page 7. Risk Factors You should read the “Risk Factors” section of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock. Nasdaq Global Select Market Symbol “CBAY” The number of our shares of common stock outstanding is based on 68,882,459 shares of common stock outstanding as of March 31, 2020, and excludes the following, all as of March 31, 2020: • 6,117,090 shares of common stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of $7.66 per share; • 101,441 shares of common stock issuable upon the exercise of outstanding incentive awards with a weighted average exercise price of $5.00 per share; and • up to an aggregate of 2,925,332 shares of common stock available for future grant under our 2013 Equity Incentive Plan, as well as

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