On July 8, 2021 Apellis Pharmaceuticals, Inc. (Nasdaq:APLS), a global biopharmaceutical company and leader in targeted C3 therapies, reported that it has entered into separate, privately negotiated exchange agreements with certain holders of its 3.500% Convertible Senior Notes due 2026 (the "Notes") (Press release, Apellis Pharmaceuticals, JUL 8, 2021, View Source [SID1234584696]). Under the terms of these exchange agreements, the holders have agreed to exchange with Apellis approximately $198.6 million in aggregate principal amount of Notes held by them for (i) 4,530,431 shares of Apellis’ common stock, which is equal to 22.8065 shares per $1,000 principal amount of Notes exchanged plus (ii) an additional number of shares of Apellis’ common stock per $1,000 principal amount of Notes exchanged equal to the quotient of (a) $449.64 divided by (b) the average of the daily volume-weighted average prices of Apellis’ common stock over the 10 consecutive trading days commencing on July 8, 2021. The exchange transactions are expected to close on July 23, 2021, subject to the satisfaction of customary closing conditions.
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The shares of Apellis’ common stock issuable in the exchanges have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.
This press release does not constitute an offer to sell or a solicitation to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.