On July 28, 2022, Apellis Pharmaceuticals, Inc. (the "Company") reported that entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with certain holders of its 3.500% Convertible Senior Notes due 2026 (the "Notes") (Filing, 8-K, Apellis Pharmaceuticals, JUL 28, 2022, View Source [SID1234617323]). Under the terms of the Exchange Agreements, the holders have agreed to exchange with the Company approximately $22.5 million in aggregate principal amount of Notes held by them for (i) 456,128 shares of the Company’s common stock, which is equal to 20.2724 shares per $1,000 principal amount of Notes exchanged plus (ii) an additional number of shares of the Company’s common stock per $1,000 principal amount of Notes exchanged equal to the quotient of (a) $591.91 divided by (b) the average of the daily volume-weighted average prices of the Company’s common stock over the three consecutive trading days commencing on July 29, 2022 (collectively, the "Shares"). These exchange transactions are expected to close on August 4, 2022, subject to the satisfaction of customary closing conditions.

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