1 unchanged sentence
Insider Trading Arrangements
−Removed: The following officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement”
−Removed: as defined in Item 408 of Regulation S-K, as follows:
−Removed: On May 2 3, 2023 , Mark C.
−Removed: Schneyer , Executive Vice President and Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 28,103 shares of our common stock.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is from August 21, 2023 until July 31, 20 24, or earlier if and when all transactions under the trading arrangement are completed.
−Removed: On July 19, 2023 , Brendan P.
−Removed: Teehan , Executive Vice President, Chief Operating Officer and Head of Commercial , terminated a Rule 10b5-1 trading arrangement providing for the sale of up to 30,000 shares of our common stock.
−Removed: The trading arrangement was intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement was until July 31, 2023, or earlier if al l transactions under the trading arrangement had been completed.
−Removed: At the time of termination, no shares had been sold under the trading arrangement.
−Removed: No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement”
−Removed: or a “non-Rule 10b5-1 trading arrangement,”
−Removed: as defined in Regulation S-K Item 408, during the fiscal quarter .
−Removed: Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2015).
−Removed: Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed February 24, 2021).
−Removed: Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed September 12, 2013).
+Added: No officer or director, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter .
+Added: Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2015).
+Added: Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed February 25, 2021).
+Added: Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed September 12, 2013).
Form of common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No.
−Removed: Form of Amended and Restated Warrant to Purchase Common Stock issued to purchasers in a private placement on December 17, 2012 (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, filed on February 27, 2019).
−Removed: Joint Venture and Licence Agreement, dated July 13, 2023, by and between the Registrant and Neuren Pharmaceuticals Ltd (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 3, 2023).
+Added: Form of Amended and Restated Warrant to Purchase Common Stock issued to purchasers in a private placement on December 17, 2012 (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, filed on February 27, 2019).
+Added: Forms of Nonstatutory Stock Option Grant Notice and Stock Option Agreement under Acadia Pharmaceuticals Inc.
+Added: 2010 Equity Incentive Plan.
+Added: Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Acadia Pharmaceuticals Inc.
+Added: 2010 Equity Incentive Plan.
+Added: Forms of Performance Stock Unit Grant Notice and Performance Stock Unit Award Agreement under Acadia Pharmaceuticals Inc.
+Added: 2010 Equity Incentive Plan.
+Added: Employment Offer Letter, dated January 12, 2024, between the Registrant and Jennifer Rhodes (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K, filed February 28, 2024).
Certification of Stephen R.
8 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 2, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language), are filed herewith:
−Removed: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’
−Removed: Equity and (vi) Notes to Condensed Consolidated Financial Statements.
+Added: The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 8, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language), are filed herewith:
+Added: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
_________________
−Removed: * Pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted (indicated by “[
***
]”) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
+Added: a Indicates management contract or compensatory plan or arrangement.
+Added: b The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Acadia Pharmaceuticals Inc.
−Removed: November 2, 2023
Executive Vice President and Chief Financial Officer
−Removed: (on behalf of the registrant and as the registrant’s Principal Financial Officer)
+Added: (on behalf of the registrant and as the registrant’s Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.