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SECURITIES PURCHASE AGREEMENT
PURCHASE AGREEMENT (this Agreement ), dated as of January 9, 2011, is made by and among ACADIA PHARMACEUTICALS INC., a Delaware
corporation (the Company ), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a Purchaser and collectively, the
A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act.
B. The Purchasers desire to purchase and the Company desires to sell, upon the terms and conditions stated in this
Agreement, up to a maximum of $15,000,001.18 of Common Stock and warrants to purchase Common Stock of the Company.
The capitalized terms used herein and not otherwise defined have the meanings given them in Article 7.
In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Purchasers (severally and not jointly) hereby agree as follows:
PURCHASE AND SALE OF SECURITIES
1.1 Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will,
severally and not jointly, purchase from the Company the number of shares of Common Stock (the Shares ) and the number of warrants (the Warrants ) to purchase shares of Common Stock set forth
opposite such Purchaser s name on Exhibit A hereto (the Shares and Warrants referred to collectively as the Securities ). The purchase price for each Security shall be $1.19375 (the Purchase
Price ), which is the sum of (i) $1.15 (the Stock Purchase Price ), the consolidated closing bid price of the Common Stock as reported on Nasdaq (symbol ACAD ) on the date of this
Agreement, and (ii) $0.04375. For each one Share purchased by a Purchaser, such Purchaser shall receive a Warrant to purchase 0.35 of a share of Common Stock at an exercise price per share equal to $1.38, which represents 120% of the Stock
Purchase Price pursuant to a Warrant substantially in the form attached as Exhibit B hereto.
Payment. At the Closing, each Purchaser will pay the aggregate Purchase Price set forth opposite its name on Exhibit A hereto by wire transfer of immediately available funds in accordance with wire instructions provided by the
Company to the Purchasers prior to the Closing. The Company will instruct its transfer agent to credit each Purchaser the number of Shares set forth on Exhibit A (and, upon request, will deliver stock certificates to the Purchasers
representing the Shares) and will deliver Warrants to purchase the Warrant Shares against delivery of the aggregate Purchase Price on the Closing Date.
1.3 Closing Date. The closing of the transaction contemplated by this Agreement will take place on January 12, 2011 (the Closing Date ) and the closing (the
Closing ) will be held at the offices of Cooley LLP, 4401 Eastgate Mall, San Diego, CA 92121 or at such other time and place as shall be agreed upon by the Company and the Purchasers hereunder of a majority in interest of the
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as specifically
contemplated by this Agreement, the Company hereby represents and warrants to the Purchasers that:
2.1 Organization and
Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as currently conducted as disclosed in the SEC
Documents. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, would not reasonably be expected to have a Material Adverse Effect.
Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and to issue the Securities in
accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including the issuance of the Securities) have been duly authorized by the
Company s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders is required. This Agreement has been duly executed by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors and
contracting parties rights generally and except as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying
2.3 Capitalization. The authorized capital stock of the Company, as of December 31, 2010, consisted of
75,000,000 shares of Common Stock, $0.0001 par value per share, of which 39,350,561 shares were issued and outstanding and 5,000,000 shares of blank check Preferred Stock, $0.0001 par value per share, none of which have been designated. All of the
issued and outstanding shares of Common Stock have been duly authorized, validly issued, fully paid, and nonassessable. Options to purchase an aggregate of 4,315,098 shares of Common Stock were outstanding as of December 31, 2010. Except as
disclosed in or contemplated by the SEC Documents, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any
contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations other than options granted under the Company s stock option plans and its employee stock purchase plan.
The Company s Amended and Restated Certificate of Incorporation (the Certificate of Incorporation ), as in effect on the date hereof, and the Company s Amended and Restated Bylaws (the
Bylaws ) as in effect on the date hereof, are each filed as exhibits to the SEC Documents.
of Securities. The Shares and all of the shares of Common Stock issuable upon exercise of the Warrants (the Warrant Shares ) are duly authorized and, upon issuance in accordance with the terms of this Agreement (and in
case of the Warrant Shares, the Warrants), will be validly issued, fully paid and non-assessable and will not be subject to preemptive rights or other similar rights of stockholders of the Company.
2.5 No Conflicts; Government Consents and Permits.
(a) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the issuance of the Securities)
will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws or require the approval of the Company s stockholders, (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default under, any agreement, indenture, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and
state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company, except in the case of clauses (ii) and (iii) only, for such
conflicts, breaches, defaults, and violations as would not reasonably be expected to have a Material Adverse Effect.
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform
any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Securities in accordance with the terms hereof other than such as have been made or obtained, and except for the registration of the Shares and
Warrant Shares under the Securities Act pursuant to Section 6 hereof, any filings required to be made under federal or state securities laws, and any required filings or notifications regarding the issuance or listing of additional shares with
(c) The Company has all franchises, permits, licenses, and any similar authority
necessary for the conduct of its business as now being conducted by it and as currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not
reasonably be expected to have a Material Adverse Effect. The Company has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such
revocation or modification would not reasonably be expected to have a Material Adverse Effect.
Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2010, pursuant to the reporting requirements of the Exchange Act (all
of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the
SEC Documents ). The Company is eligible to register its Common Stock for resale using Form S-3 promulgated under the Securities Act. The Company has delivered to each Purchaser, or each Purchaser has had access to, true and
complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the Financial Statements and the related notes complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the
United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes, may be condensed or summary statements or may conform to the SEC s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company as of the
dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). All material agreements that were required to
be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the Material Agreements ) to which the Company or any Subsidiary of the Company is a party, or the property or assets of the
Company or any Subsidiary of the Company are subject, have been filed as exhibits to the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, except (i) as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors and contracting parties rights generally, and (ii) as enforceability may be subject to general
principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in breach of or default under any of the Material Agreements, and to
the Company s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect.
The Company has not received a notice of termination nor is the Company otherwise aware of any threats to terminate any of the Material Agreements.
2.7 Disclosure Controls and Procedures. Except as disclosed in the SEC Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company, including any consolidated Subsidiaries, is made known to its chief executive officer and chief financial officer by
others within those entities. The Company s certifying officers have evaluated the effectiveness of the Company s disclosure controls and procedures as of the end of the period covered by the most recently filed quarterly or annual
periodic report under the Exchange Act (such date, the Evaluation Date ). The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company s internal control over financial reporting
(as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or, to the Company s knowledge, in other factors that could significantly affect the Company s internal control over financial reporting.
2.8 Accounting Controls. Except as disclosed in the SEC Documents, the Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management s general or specific
authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
2.9 Absence of Litigation. As of the date hereof, there is no action, suit,
proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company s knowledge, threatened against the Company that if determined adversely to the Company would
reasonably be expected to have a Material Adverse Effect or would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement. Neither the Company, nor any director or officer thereof, is or has been
the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company. There has not been, and to the knowledge of the Company, there is not
pending or contemplated, any investigation by the SEC of the Company or any current or former director or officer of the Company. The Company has not received any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the Exchange Act or the Securities Act and, to the Company s knowledge, the SEC has not issued any such order.
2.10 Intellectual Property Rights. The Company owns or possesses, or (other than with respect to Pimavanserin) has a reasonable basis on which it believes it can obtain on reasonable terms,
licenses or sufficient rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights necessary to enable it to conduct
its business as conducted as of the date hereof and, to its knowledge, as proposed to be conducted as described in the SEC Documents (the Intellectual Property ). To the Company s knowledge, the Company has not
infringed the intellectual property rights of third parties and no third party, to the Company s knowledge, is infringing the Intellectual Property, in each case, which could reasonably be expected to result in a Material Adverse Effect. Except
as disclosed in the SEC Documents, there are no material options, licenses or agreements relating to the Intellectual Property, nor is the Company bound by or a party to any material options, licenses or agreements relating to the patents, patent
applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names or copyrights of any other person or entity. There is no material claim or action or proceeding pending
or, to the Company s knowledge, threatened that challenges any of the rights of the Company in or to, or otherwise with respect to, any Intellectual Property.
2.11 Placement Agents. The Company has taken no action that would give rise to any claim by any person for brokerage commissions, placement agent s fees or similar payments relating to this
Agreement or the transactions contemplated hereby, except for dealings with the Placement Agents, whose commissions and fees will be paid by the Company.
2.12 Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities, will not be an investment company as such term is defined in the
Investment Company Act of 1940, as amended (the Investment Company Act ). The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.
2.13 No Material Adverse Change. Since September 30, 2010, except as described or referred to in the SEC Documents and except
for cash expenditures in the ordinary course of business, there has not been any change in the assets, business, properties, financial condition or results of operations of the Company that would reasonably be expected to have a Material Adverse