UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 16~~August 1, 2024

CEREVEL THERAPEUTICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39311

85-3911080

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


222 Jacobs Street
Suite 200
Cambridge, Massachusetts		02141
(Address of Principal Executive Offices)		(Zip Code)

(844) 304-2048

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value per share

CERE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders~~

On ~~February~~August 161, 2024 (the “Closing Date”), Cerevel Therapeutics Holdings, Inc., a Delaware corporation (“Cerevel”), orcompleted the previously announced merger of Symphony Harlan Merger Sub Inc., a Delaware corporation (“~~Company~~Merger Sub”), ~~held~~and a ~~virtual~~direct ~~special~~wholly ~~meeting~~owned subsidiary of ~~its~~Symphony ~~stockholders~~Harlan ~~(the~~LLC, a Delaware limited liability company (“~~Special~~Intermediate ~~Meeting~~Holdco”) toand ~~vote~~a onwholly ~~the~~owned ~~proposals~~subsidiary ~~identified~~of inAbbVie ~~the~~Inc., ~~definitive~~a ~~proxy~~Delaware ~~statement~~corporation ~~prepared~~(“AbbVie”), inwith ~~connection~~and ~~with~~into Cerevel (the “Merger”), ~~Agreement~~with (Cerevel surviving the Merger as ~~defined~~a ~~below)~~wholly ~~filed~~owned ~~with~~subsidiary ~~the~~of UAbbVie.S. ~~Securities~~The Merger was effectuated pursuant to the Agreement and ~~Exchange~~Plan ~~Commission~~of Merger, dated as of December 6, 2023 (the “~~SEC~~Merger Agreement”), onby ~~January 18~~and among AbbVie, ~~2024~~Intermediate Holdco, ~~which~~Merger ~~was~~Sub ~~first~~and ~~mailed~~Cerevel, toas ~~the~~previously ~~Cerevel~~disclosed ~~stockholders~~by Cerevel on ~~January~~December 187, ~~2024~~2023 in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”).

AsPursuant ofto the ~~close~~Merger ~~of business on January 8~~Agreement, ~~2024,~~at the ~~record~~effective ~~date~~time ~~for~~of the ~~Special~~Merger ~~Meeting~~(the “Effective Time”), ~~there~~each ~~were~~of ~~181,427,590~~the issued and outstanding shares of Cerevel’s common stock, par value $0.0001 per share (each, ofa ~~Cerevel (~~“Cerevel ~~Common Stock~~Share”), ~~issued~~other ~~and~~than ~~outstanding~~any ~~and~~Cerevel ~~entitled~~Shares to(i) owned ~~vote~~immediately atprior to the ~~Special~~Effective ~~Meeting.~~Time ~~93.1%~~by ofAbbVie, ~~all~~Intermediate ofHoldco, ~~the~~Merger ~~shares~~Sub or Cerevel or by any direct or indirect wholly owned subsidiary of ~~issued~~AbbVie, ~~and~~Intermediate ~~outstanding~~Holdco, Merger Sub or Cerevel ~~Common~~or ~~Stock~~(ii) owned by Cerevel stockholders who are entitled to ~~vote~~demand ~~were~~and ~~present~~have inproperly ~~person~~and ~~(virtually)~~validly ordemanded ~~represented~~their byappraisal ~~proxy~~rights atunder ~~the~~Delaware ~~Special~~law, ~~Meeting~~was canceled and ~~thus~~extinguished aand ~~quorum~~automatically ~~was~~converted ~~present~~into the right to receive $45.00 ~~The~~per ~~tables~~Cerevel ~~below~~Share ~~detail~~in cash (the ~~final~~“Merger ~~voting~~Consideration”), ~~results~~without ~~for~~interest ~~each~~and ~~proposal:~~subject to any applicable withholding taxes.

1.In ~~Proposal~~addition, ~~No.~~at 1the -Effective ~~The~~Time, (i) each outstanding option to purchase Cerevel Shares (each, a “Cerevel Option”), whether vested or unvested, was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of Cerevel Shares underlying such Cerevel Option immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Merger ~~Proposal:~~Consideration Toexceeded ~~adopt~~the exercise price per share of such Cerevel Option, subject to any applicable withholding taxes; (ii) each outstanding award of Cerevel restricted stock units (“Cerevel RSU Award”) that was granted prior to the date of the Merger Agreement (each, an “Existing Cerevel RSU Award”) was automatically cancelled and ~~Plan~~converted ofinto ~~Merger~~the right to receive an amount in cash, without interest, equal to the product of (asA) the itnumber ~~may~~of beCerevel ~~amended~~Shares ~~from~~underlying ~~time~~such Existing Cerevel RSU Award immediately prior to ~~time~~the Effective Time multiplied by (B) the Merger Consideration, subject to any applicable withholding taxes; (iii) (A) fifty percent (50%) of each outstanding Cerevel RSU Award that was granted on or after the “date of the Merger Agreement (each, a “New Cerevel RSU Award”), ~~dated~~was treated in the same manner as ofthe ~~December~~Existing 6Cerevel RSU Awards as set forth in clause (ii), ~~2023~~above, and (B) the remaining fifty percent (50%) of each New Cerevel RSU Award that was outstanding immediately prior to the Effective Time was automatically assumed by AbbVie and ~~among~~converted into an AbbVie ~~Inc.,~~restricted astock ~~Delaware~~unit ~~corporation~~award (each, an “~~AbbVie~~Assumed RSU Award”), ~~Symphony~~on ~~Harlan~~the ~~LLC~~same terms and conditions as applied to each such New Cerevel RSU Award immediately prior to the Effective Time, aexcept ~~Delaware~~that ~~limited~~each ~~liability~~Assumed ~~company~~RSU ~~and~~Award covers a ~~wholly~~number ~~owned~~of ~~subsidiary~~shares of AbbVie common stock determined based on the Equity Award Exchange Ratio (~~“Intermediate~~as ~~Holdco”),~~defined ~~Symphony~~in ~~Harlan~~the Merger ~~Sub~~Agreement), ~~Inc.,~~rounded adown ~~Delaware~~to ~~corporation~~the ~~and~~nearest awhole ~~direct~~number ~~wholly~~of ~~owned~~shares ~~subsidiary~~of AbbVie common stock; and (iv) each outstanding award of ~~Intermediate~~Cerevel ~~Holdco~~restricted stock units subject to performance-based vesting or forfeiture conditions (each, a “~~Merger~~Cerevel ~~Sub~~PSU Award”), was automatically cancelled and ~~Cerevel~~converted into the right to receive an amount in cash, ~~pursuant~~without interest, equal to ~~which~~the ~~Merger~~product ~~Sub~~of ~~will~~(A) the beaggregate ~~merged~~number ~~with~~of ~~and~~Cerevel ~~into~~Shares subject to such Cerevel PSU Award, ~~with~~determined ~~Cerevel~~assuming ~~surviving~~that the applicable performance goals were deemed to have been achieved at the greater of target and actual level of performance as adetermined ~~wholly~~by ~~owned~~Cerevel’s ~~subsidiary~~Board of ~~AbbVie~~Directors (the “~~Merger~~Board”) ~~and~~(or, ~~such~~if ~~proposal~~applicable, the ~~“Merger~~committee ~~Proposal”~~administering Cerevel’s 2020 Equity Incentive Plan) in its reasonable discretion multiplied by (B) the Merger Consideration, less any applicable withholding taxes.

~~The~~Cerevel’s definitive proxy statement, filed with the SEC on January 18, 2024, as supplemented on February 9, 2024 (the “Proxy Statement”), contains additional information about the Merger ~~Proposal~~and ~~was~~the ~~approved~~Merger byAgreement, including information concerning the ~~requisite~~interests ~~vote~~of directors, executive officers and affiliates of Cerevel’s ~~stockholders~~in the Merger.

Votes For		Votes Against		Abstentions		Broker Non-Votes
168,829,974		2,351		69,139		—

The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Cerevel with the SEC on December 7, 2023, and is incorporated by reference herein.

2.Item ~~Proposal No~~1.01 2Entry -into ~~The Merger Compensation Proposal: To approve, on~~ a ~~non-binding,~~Material ~~advisory~~Definitive basis, certain compensation that will or may be paid or become payable to Cerevel’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”)Agreement.

~~The~~In connection with the consummation of the Merger, ~~Compensation~~Cerevel ~~Proposal~~and ~~was~~U.S. ~~approved~~Bank byTrust Company, National Association, as trustee (the ~~requisite~~“Trustee”), ~~vote~~entered into the First Supplemental Indenture, dated as of the Closing Date (the “First Supplemental Indenture”), to the Indenture, dated as of August 16, 2022, between Cerevel and the Trustee (the “Base Indenture”), relating to Cerevel’s ~~stockholders~~2.50% Convertible Senior Notes due 2027 (the “Notes”). Pursuant to the terms of the Base Indenture, the First Supplemental Indenture was required to be entered into in connection with the consummation of the Merger.

Votes For		Votes Against		Abstentions		Broker Non-Votes
128,428,961		40,275,201		197,302		—

The First Supplemental Indenture provides, among other things, that, from and after the Effective Time, (i) any conversions of Notes will be settled entirely in cash in an amount, per $1,000 principal amount of such Notes being converted, equal to the product of (x) the conversion rate in effect on such conversion date (as may be increased pursuant to the terms of the Base Indenture) and (y) $45.00; and (ii) Cerevel will satisfy its conversion obligation by paying cash to converting holders of the Notes no later than the third business day immediately following the relevant conversion date.

3.The ~~Proposal~~foregoing ~~No.~~description 3of -the ~~The~~Base ~~Adjournment~~Indenture, ~~Proposal:~~the ToNotes ~~approve~~and the ~~adjournment~~First ofSupplemental ~~the~~Indenture ~~Special~~does ~~Meeting~~not purport to abe ~~later~~complete ~~date~~and oris ~~dates~~subject ifto ~~necessary~~and toqualified ~~solicit~~in ~~additional~~its ~~proxies~~entirety ifby ~~there~~reference ~~are~~to ~~insufficient~~the ~~votes~~full intext ~~person~~of orthe byBase ~~proxy~~Indenture, tothe ~~approve~~Notes and the ~~Merger~~First ~~Proposal~~Supplemental atIndenture. The Base Indenture and the ~~time~~form of the ~~Special~~certificate ~~Meeting~~representing (the ~~“Adjournment~~Notes ~~Proposal”)~~were filed as Exhibits 4.1 and 4.2 to Cerevel’s Current Report on Form 8-K, filed with the SEC on August 16, 2022, and is incorporated into this Item 1.01 of this Current Report on Form 8-K by reference. The First Supplemental Indenture is included as Exhibit 4.1 hereto and incorporated herein by reference.

~~The~~Item ~~Adjournment~~2.01 ~~Proposal~~Completion ~~was~~of ~~deemed~~Acquisition ~~not~~or ~~necessary~~Disposition ~~because there was a quorum present and there were sufficient proxies at the time~~ of ~~the Special Meeting to approve the Merger Proposal~~Assets.

On August 1, 2024, the Merger was completed. Upon the consummation of the Merger, Cerevel became a wholly owned subsidiary of AbbVie.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, Cerevel (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) halt trading of the Cerevel Shares effective as of the morning of August 1, 2024 prior to market open and suspend trading in the Cerevel Shares following market close on the evening of August 1, 2024, and (y) file with the SEC a Notification of Removal from Listing and Registration on Form 25 to delist all Cerevel Shares from Nasdaq and deregister such Cerevel Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the Form 25 becomes effective, Cerevel intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of Cerevel occurred on the Closing Date and Cerevel became a wholly owned subsidiary of AbbVie. AbbVie funded the acquisition through the use of a combination of cash on hand and previously issued debt.

The information set forth in the Introductory Report and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, each of the directors of Cerevel (Tony Coles, M.D., Ron Renaud, Marijn Dekkers, Ph.D., Douglas Giordano, Chris Gordon, Adam Koppel, M.D., Ph.D., Norbert Riedel, Ph.D., Gabrielle Sulzberger, Ruth McKernan, Ph.D., Deval Patrick, Deborah Baron and Suneet Varma) resigned from the Board. At the Effective Time, Scott T. Reents, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of Cerevel.

As of the Effective Time, the officers of Cerevel immediately prior to the Effective Time of the Merger remained in their respective positions as the officers of Cerevel.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of Cerevel and the bylaws of Cerevel, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, and incorporated by reference into this Item 5.03.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

OnAs ~~February 16,~~previously ~~2024~~disclosed, ~~the~~on ~~Company~~November 10, ~~and~~2021, ~~AbbVie~~Cerevel ~~each~~entered ~~received~~into aan ~~request~~Open ~~for~~Market ~~additional~~Sale ~~information~~Agreement ~~and documentary materials~~ (the “~~Second~~Sales ~~Request~~Agreement”) ~~from the Federal Trade Commission (the “FTC”) in connection~~ with ~~the~~Jefferies ~~FTC’s~~LLC ~~review of the Merger. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended~~ (~~the~~ “~~HSR Act~~Jefferies”), ~~until~~pursuant 30 days after the Company and AbbVie have substantially complied with the Second Request, unless that period is extended voluntarily by the Company and AbbVie or terminated sooner by the FTC. Both the Company and AbbVie expect to ~~promptly~~which ~~respond~~Cerevel tomay ~~the~~offer ~~Second Request~~ and tosell ~~continue~~Cerevel toShares ~~work~~having ~~cooperatively~~an ~~with~~aggregate ~~the~~offering ~~FTC~~price ~~in its review~~ of ~~the~~up ~~Merger.~~to ~~The~~$250 million ~~Company~~from ~~continues~~time to ~~expect~~time ~~that~~through ~~the Merger will be completed in the middle of 2024~~Jefferies, ~~subject~~acting toas the ~~expiration~~sales ~~or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement~~agent.

~~Forward~~On August 1, 2024, Cerevel delivered written notice to Jefferies to terminate the Sales Agreement pursuant to Section 7(b) thereof. Cerevel is not subject to any termination penalties related to the termination of the Sales Agreement. As of the date of this Current Report on Form 8-~~Looking~~K, ~~Statements~~Cerevel has not sold any shares of its common stock pursuant to the Sales Agreement.

~~This~~On ~~report contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements in this report include~~August 1, ~~but are not limited to~~2024, ~~statements regarding the Company and~~ AbbVie’s ~~response~~issued toa ~~the~~press ~~Second~~release ~~Request,~~announcing the ~~anticipated~~ closing ~~date~~ of the Merger ~~and the consummation of the transaction described above~~. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of the parties to consummate the proposed Merger and the possibility that various closing conditions for the Merger may not be satisfied or waived, and the ability to realize the benefits expected from the Merger. The ~~forward-looking~~press ~~statements~~release inis ~~this~~attached ~~report~~hereto ~~are based on information available to Cerevel~~ as ofExhibit ~~the~~99.1 ~~date hereof,~~ and ~~Cerevel disclaims any obligation to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement~~ is ~~based,~~incorporated ~~except as required~~ by ~~law.~~reference For additional information regarding forward-looking statements, please refer to discussions under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K, as amended, and in our other reports filed with the Securities and Exchange Commission (“SEC”)herein. ~~Cerevel’s SEC filings are available on the Investor Relations section of our website at https://investors.cerevel.com and on the SEC’s website at www.sec.gov.~~

~~The~~Item ~~following~~9.01 ~~factors,~~Financial ~~among~~Statements ~~others, could cause actual results~~ and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed Merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Cerevel, or the expected benefits of the proposed Merger or that the approval of Cerevel’s stockholders is not obtained; (ii) the failure to realize the anticipated benefits of the proposed Merger; (iii) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances which would require Cerevel to pay a termination fee or other expenses; and (v) the effect of the announcement or pendency of the Merger on Cerevel’s ability to retain and hire key personnel, or its operating results and business generallyExhibits.

~~SIGNATURE~~(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of December 6, 2023, by and among AbbVie Inc., Symphony Harlan LLC, Symphony Harlan Merger Sub Inc., and Cerevel Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Cerevel’s Current Report on Form 8-K filed on December 7, 2023)*

3.1		Amended and Restated Certificate of Incorporation of Cerevel Therapeutics Holdings, Inc.

3.2		Second Amended and Restated Bylaws of Cerevel Therapeutics Holdings, Inc.

4.1		First Supplemental Indenture, dated as of August 1, 2024, between Cerevel Therapeutics Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee

99.1		Press Release issued August 1, 2024

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Cerevel hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Cerevel may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 16, 2024

CEREVEL THERAPEUTICS HOLDINGS, INC.

Dated: August 1, 2024

CEREVEL THERAPEUTICS HOLDINGS, INC.

/s/ ~~Scott~~Susan ~~Akamine~~Altschuller

~~Scott~~Susan ~~Akamine~~Altschuller, Ph.D.

Chief ~~Legal~~Financial Officer ~~and Corporate Secretary~~

Filing Compare · Cerevel Therapeutics Holdings, Inc.