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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Following the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on December 11, 2024, Acadia Pharmaceuticals Inc. (the Company) completed the sale (the Asset Sale) of its Rare Pediatric Disease Priority Review Voucher (PRV). The Company was awarded the PRV under a U.S. Food and Drug Administration (FDA) program intended to encourage the development of certain rare pediatric disease product applications. The Company received the PRV in March 2023 in connection with the FDA’s approval of DAYBUE (trofinetide) for the treatment of Rett syndrome.
The Asset Sale was pursuant to the terms of an Asset Purchase Agreement, dated November 5, 2024 (the PRV Transfer Agreement), the material terms of which were previously disclosed by the Company in Part II, Item 5 of its Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024. Pursuant to the PRV Transfer Agreement, the Company received $150.0 million upon the closing of the Asset Sale. Pursuant to the Joint Venture and License Agreement, dated July 13, 2023, with Neuren Pharmaceuticals Limited (Neuren), one third of the net proceeds from the sale of the PRV are payable to Neuren.
The foregoing description of the PRV Transfer Agreement does not purport to be complete and is qualified in its entirety by the text of the PRV Transfer Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
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.
| Acadia Pharmaceuticals Inc. | ||||||
| Date: December 11, 2024 | By: | /s/ Jennifer J. Rhodes | ||||
| Jennifer J. Rhodes | ||||||
| Executive Vice President, Chief Legal Officer & Secretary | ||||||