Material Relationships with the Selling Stockholders
The Selling Stockholders are our principal stockholders with whom we have engaged in significant transactions since the inception of Cerevel Therapeutics,
Inc., our predecessor, as described in greater detail below. As of the date of this prospectus, BC Perception Holdings, LP and Pfizer, together, own or control more than a majority of the total voting power of our common stock, which gives them
significant influence over us. Furthermore, so long as BC Perception Holdings, LP and Pfizer own certain specified amounts of our equity securities, BC Perception Holdings, LP and Pfizer have certain rights to nominate our directors, as explained in
greater detail below.
Pfizer License Agreement, the Equity Commitment and Share Purchase Option
Cerevel Therapeutics, Inc.s principal operations commenced in August 2018 when it acquired licensed technology to a portfolio of pre-commercial neuroscience assets from Pfizer pursuant to a license agreement with Pfizer, or the Pfizer License Agreement, in exchange for the issuance of 3,833,333.33 shares of Series A-2 Preferred Stock and obtained a $350.0 million equity commitment from BC Perception Holdings, LP in exchange for the issuance of Series A-1 Preferred Stock and Series
A Common Stock. Pursuant to the equity commitment, Cerevel Therapeutics, Inc. issued and sold to BC Perception Holdings, LP (i) an aggregate of 6,900,000 shares of Series A-1 Preferred Stock and 4,600,000
shares of Series A Common Stock at a purchase price of $10.00 per share in August 2018, (ii) an aggregate of 3,450 shares of Series A-1 Preferred Stock and 2,300 shares of Series A Common Stock at a
purchase price of $10.00 per share in July 2019, (iii) an aggregate of 4,204,075 shares of Series A-1 Preferred Stock and 1,795,925 shares of Series A Common Stock at a purchase price of $10.00 per
share in December 2019 and (iv) an aggregate of 1,750,000 shares of Series A-1 Preferred Stock and 750,000 shares of Series A Common Stock at a purchase price of $10.00 per share in July 2020.
Upon the closing of the Business Combination, Pfizers shares of Series A-2 Preferred Stock were
converted into an aggregate of 26,149,211 shares of common stock and BC Perception Holdings, LPs Series A-1 Preferred Stock and Series A Common Stock were converted into an aggregate
of 49,961,943 shares of common stock.
For additional details regarding the Pfizer License Agreement, see Item 1. Business Pfizer License
Agreement of, and Note 6, Pfizer License Agreement to our audited consolidated financial statements included in, our Annual Report on Form 10-K for the year ended December 31, 2021 filed
with the SEC.
For additional details regarding the equity commitment from BC Perception Holdings, LP and certain other transactions related thereto, see
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Equity Commitment and Share Purchase Option of, and Note 7, Equity Commitment and Share Purchase Option to our
audited consolidated financial statements included in, our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.
Stockholders Agreement and the Registration Rights Agreement
In connection with its initial financing, Cerevel Therapeutics, Inc. entered into (i) a stockholders agreement and (ii) a registration rights
agreement, in each case, with BC Perception Holdings, LP and Pfizer.
The stockholders agreement, among other things, provided for the appointment
of Cerevel Therapeutics, Inc.s directors by BC Perception Holdings, LP and Pfizer and certain waivers of the doctrine of corporate opportunity, and the registration rights agreement provided certain registration rights to BC Perception
Holdings, LP and Pfizer.
Pursuant to the Business Combination Agreement, the stockholders agreement and the registration rights agreement were each
terminated at the closing of the Business Combination.
Management Agreements
In connection with its initial financing, Cerevel Therapeutics, Inc. entered into a management agreement with Bain Capital Private Equity, LP and Bain Capital
Life Sciences, LP, which are entities related to BC Perception
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