Filed Pursuant to Rule 424(b)(5)
Registration No. 333-260945
PROSPECTUS SUPPLEMENT NO. 1
(to Preliminary Prospectus Supplement, dated August 10, 2022)
7,250,000 Shares of Common Stock
Cerevel Therapeutics Holdings, Inc.
This prospectus supplement no. 1 (this prospectus supplement) amends and supplements our preliminary prospectus supplement, dated
August 10, 2022 (the preliminary prospectus supplement), which is in respect of our offering (the common stock offering) of shares of our common stock, par value $0.0001 per share (the common stock), and
supplements our prospectus, dated November 22, 2021 (the base prospectus and as supplemented by the preliminary prospectus supplement, the preliminary prospectus), that forms a part of our Registration Statement on Form S-3 (Registration Statement No. 333-260945). This prospectus supplement is being filed to update and supplement the preliminary prospectus with pricing terms for the
common stock offering and certain other material information with respect to our concurrent convertible notes offering referred to in the preliminary prospectus. Accordingly, we have attached such pricing terms and other material information in a
term sheet attached to this prospectus supplement. Terms used but not defined in this prospectus supplement have the respective meanings as set forth in the preliminary prospectus.
This prospectus supplement updates and supplements the information in the preliminary prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the preliminary prospectus, including the documents incorporated by reference therein and any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the
preliminary prospectus and if there is any inconsistency between the information in the preliminary prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on The Nasdaq Capital Market under the symbol CERE. On August 11, 2022, the last reported sale
price of our common stock on The Nasdaq Capital Market was $35.63 per share.
Investing in our securities involves a high
degree of risk. See Risk Factors beginning on page S-7 of the preliminary prospectus supplement and elsewhere in the preliminary prospectus for a discussion of
information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange
Commission nor any state or foreign securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the preliminary prospectus. Any representation
to the contrary is a criminal offense.
Joint
Book-Running Managers
|
|
|
|
|
|
|
MORGAN STANLEY |
|
GOLDMAN SACHS & CO. LLC |
|
JEFFERIES |
|
EVERCORE ISI |
Co-Managers
|
|
|
LOOP CAPITAL MARKETS |
|
SIEBERT WILLIAMS SHANK |
The date of this prospectus supplement is August 11, 2022.