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ACADIA PHARMACEUTICALS INC
Response Received
1 company response(s)
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ACADIA PHARMACEUTICALS INC
Awaiting Response
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SEC wrote to company
2010-03-04
ACADIA PHARMACEUTICALS INC
Summary
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ACADIA PHARMACEUTICALS INC
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2009-12-15
ACADIA PHARMACEUTICALS INC
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Company responded
2010-02-04
ACADIA PHARMACEUTICALS INC
References: December 15, 2009
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ACADIA PHARMACEUTICALS INC
Response Received
2 company response(s)
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SEC wrote to company
2008-09-15
ACADIA PHARMACEUTICALS INC
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Company responded
2008-09-19
ACADIA PHARMACEUTICALS INC
References: September 15, 2008
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Company responded
2008-09-22
ACADIA PHARMACEUTICALS INC
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| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-21 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2025-05-14 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | 333-287145 | Read Filing View |
| 2010-03-04 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2010-02-04 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2009-12-15 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-22 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-19 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-15 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-14 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | 333-287145 | Read Filing View |
| 2010-03-04 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2009-12-15 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-15 | SEC Comment Letter | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-21 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2010-02-04 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-22 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
| 2008-09-19 | Company Response | ACADIA PHARMACEUTICALS INC | DE | N/A | Read Filing View |
2025-05-21 - CORRESP - ACADIA PHARMACEUTICALS INC
CORRESP 1 filename1.htm CORRESP A CADIA P HARMACEUTICALS I NC . 12830 El Camino Real, Suite 400 San Diego, California 92130 May 21, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street N.E. Washington, D.C. 20549-3010 Attention: Alan Campbell Re: Acadia Pharmaceuticals Inc. Registration Statement on Form S-3 Filed: May 9, 2025 File No. 333-287145 Ladies and Gentlemen: Acadia Pharmaceuticals Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 23, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Carlos Ramirez and Nicholaus Johnson of Cooley LLP, counsel to the Registrant, to make such request on its behalf. Once the Registration Statement has been declared effective, please orally confirm that event with Carlos Ramirez of Cooley LLP at (858) 550-6157 or, in his absence, Nicholaus Johnson of Cooley LLP at (858) 550-6198. [ Signature Page Follows ] Very truly yours, ACADIA PHARMACEUTICALS INC. By: /s/ Catherine Owen Adams Name: Catherine Owen Adams Title: Chief Executive Officer cc: Carlos Ramirez, Cooley LLP Nicholaus Johnson, Cooley LLP Jennifer Rhodes, Acadia Pharmaceuticals Inc. [C OMPANY S IGNATURE P AGE TO A CCELERATION R EQUEST ]
2025-05-14 - UPLOAD - ACADIA PHARMACEUTICALS INC File: 333-287145
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 14, 2025 Catherine Owen Adams Chief Executive Officer Acadia Pharmaceuticals Inc. 12830 El Camino Real, Suite 400 San Diego, CA 92130 Re: Acadia Pharmaceuticals Inc. Registration Statement on Form S-3 Filed May 9, 2025 File No. 333-287145 Dear Catherine Owen Adams: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Alan Campbell at 202-551-4224 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Carlos Ramirez, Esq. </TEXT> </DOCUMENT>
2010-03-04 - UPLOAD - ACADIA PHARMACEUTICALS INC
Mail Stop 4720
March 4, 2010
Uli Hacksell, Ph.D. Chief Executive Officer ACADIA Pharmaceuticals Inc. 3911 Sorrento Valley Boulevard San Diego, CA 92121
Re: ACADIA Pharmaceuticals Inc.
Form 10-K for the year ended 12/31/2008
Filed March 10, 2009
File No. 000-50768
Dear Dr Hacksell:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time. S i n c e r e l y ,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: D. Bradley Peck
J. Patrick Loofbourrow Cooley Godward Kronish LLP 4401 Eastgate Mall San Diego, CA 92121 Fax: 858-550-6420
2010-02-04 - CORRESP - ACADIA PHARMACEUTICALS INC
CORRESP 1 filename1.htm Correspondence Letter February 4, 2010 VIA FEDEX AND EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549 Attention: Michael Rosenthall Jeffrey P. Riedler Re: ACADIA Pharmaceuticals Inc. Form 10-K for the fiscal year ended 12/31/2008 Filed March 10, 2009 File No. 000-50768 Ladies and Gentlemen: We are writing in response to comments received from the staff of the Securities and Exchange Commission (the “Commission”) by letter dated December 15, 2009 (the “Comment Letter”) with respect to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) of ACADIA Pharmaceuticals Inc. (the “Company”) filed with the Commission on March 10, 2009. The numbering of the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience. The Company acknowledges that (1) it is responsible for the adequacy and accuracy of the disclosures in the filing, (2) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Staff Comments and Company Responses Form 10-K Collaboration Agreements, page 11 1. Please advise us whether your July 2002 agreement with Aventis remains in effect and whether you have received payments from Aventis (now Sanofi-Aventis) within the last year or may be entitled to receive payments in the future under this agreement. Please file this agreement as an exhibit or provide your analysis why such filing is not required by Item 601(b)(10) of Regulation S-K. Response: Our July 2002 agreement with Aventis remains in effect. Under the terms of the agreement, we receive a limited annual license fee, without the possibility of milestone or other additional payments. The annual license fees are not material to us and the agreement has never been deemed material to the Company, due to the size of the fee, the fact that the license is limited in scope and nonexclusive as to our underlying technology, and the fact that the field of interest of the license grant is unrelated to our current, and historical, areas of research focus. As the agreement is not material to us, we have never filed it as a material contract and do not believe we are required to do so under Item 601(b)(10) of Regulation S-K. 3911 Sorrento Valley Boulevard • San Diego, California 92121-1402 • USA • Tel. 858.558.2871 • Fax 858.558.2872 • www.acadia-pharm.com Intellectual Property, page 12 2. To the extent not in conflict with the grant of confidential treatment for portions of the agreement, please describe all of the material terms of your November 30, 2006 agreement with the Ipsen Group. Response: As the license agreement with Ipsen provides a limited license to intellectual property that complements our core patent rights for our serotonin program, it is limited in scope. We do not believe that there are any terms of the license agreement with Ipsen that are material to us and not disclosed in our filings with the SEC or in the redacted copy of the agreement filed with the SEC. The specific patent rights licensed and the compounds covered by the license are covered by the confidentiality grant. In addition, while the future payments that may be made pursuant to the license agreement are covered by the confidentiality order, we have disclosed the aggregate potential amount payable under the contract in the Liquidity and Capital Resources section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 12. Commitments and Contingencies to our consolidated financial statements. In our next Annual Report for the year ended December 31, 2009, we will clarify that the intellectual property license we refer to in those sections is the license agreement with Ipsen. 3. Please expand your disclosure here to include the expiration dates for your material patents, or a range of expiration dates for each group of patents you associate with each of your material product candidates. Response: In our next Annual Report for the year ended December 31, 2009, we will include patent expiration ranges for our patents that relate to our lead compound, pimavanserin, our compounds in clinical trials with Allergan, and our PCAP compounds that we partnered in 2009 with Meiji Seika Kaisha, which are our current material product candidates. Schedule 14A Compensation Discussion and Analysis 2008 Annual Incentive Bonuses, page 20 4. Notwithstanding the Compensation Committee’s decision to pay no annual incentive bonuses for 2008, please be advised that if performance goals were established for your named executive officers you are required to disclose in your Compensation Discussion and Analysis the specific goals and the degree of attainment of those goals. Therefore, if goals have been established by the Compensation Committee for 2009, you should be prepared to discuss these in your next proxy statement. As such please provide draft disclosure for your 2010 proxy statement discussion of the detailed set of individual and corporate performance goals for each named executive officer. In addition, please confirm that in your next proxy statement you will disclose the extent to which each officer’s performance met, exceeded or fell short of the goal(s) and how his or her level of performance related to the bonus ultimately awarded. To the extent that pre-established goals and the executive’s level of performance are quantifiable, the discussion in your proxy statement should also be quantified. 2. Response: As in 2008, the Compensation Committee established corporate performance goals for 2009 which will be evaluated in determining the executive officers’ bonus awards, if any. Below is a draft of the disclosure the Company proposes to include in its 2010 proxy statement with respect to these corporate performance goals. The Compensation Committee does not establish separate individual performance goals for the Company’s executive officers. In response to the staff’s request, the Company hereby confirms that it will disclose in its next proxy statement the Compensation Committee’s evaluation of corporate performance goal achievement and how corporate goal achievement related to the bonuses, if any, which are ultimately awarded. As described below in the Company’s draft disclosure, the Compensation Committee does not make determinations of corporate goal achievement on a goal-by-goal basis, but rather evaluates goal achievement as a whole and considers that achievement, with other considerations, in exercising its discretion to award bonuses. “Annual Incentive Bonuses. In addition to base salary, the Compensation Committee evaluates the performance of, and recommends for approval to our Board of Directors the bonuses payable to, our executive officers on an annual basis. We believe that performance-based cash bonuses play an important role in providing incentives to our executives to achieve defined annual corporate goals. Each year, the Compensation Committee reviews a detailed set of overall corporate performance goals for the current year prepared by management and presented to the full Board of Directors that are intended to apply to the executives’ bonus awards. Annual incentive bonuses are based on a blend of the overall performance of the executive’s functional area, including his relative individual contributions, and our company’s overall performance in achieving corporate goals, while taking into account competitive market information. Since our Chief Executive Officer is responsible for the performance of the entire company, his bonus is based on the company’s overall performance in achieving corporate goals, while taking into account competitive market information. The Compensation Committee does not assess the achievement of our corporate goals on an individual or categorical basis, but rather reviews the Company’s achievement of the corporate goals in their totality, taking into account the Company’s overall performance for the year. The Compensation Committee also does not make a quantifiable assessment of total corporate goal achievement. Instead, corporate goal achievement as a whole is weighed in the discretion of the Compensation Committee with the other information available with respect to each executive officer’s performance during the year and competitive market information. The target annual incentive bonuses for the executive officers in 2009 were: 50% for Dr. Hacksell, 35% for Dr. Mills and Mr. Aasen, and 30% for Dr. Tolf and Mr. Kaiser. Dr. Tolf and Mr. Kaiser are no longer employed by us. The Compensation Committee has the discretion to recommend bonus amounts to our Board from 0 to 150% of the applicable target percentage based on the performance of the individual executive officer, his functional area within the company and the company as whole. The degree to which the corporate goals were achieved is taken into account by the Compensation Committee in determining percentages of target awards, and the level of achievement is not associated with any particular compensation outcome, which remains in the discretion of the Compensation Committee regardless of goal achievement. 3. For 2009, the Compensation Committee established corporate goals related to the following categories: our pimavanserin program, lifecycle management of pimavanserin, our ACP-106 program, our PCAP program, drug discovery, business development, financing and investor relations, strategic marketing and commercialization, and administration and infrastructure. • Pimavanserin program goals consisted of completing Phase III and other studies, performing other enabling development, conducting market research and pre-marketing activities, and preparing publications and presentations. • Pimavanserin lifecycle management goals consisted of developing a lifecycle management strategy, completing development plans, clinical trial preparations and marketing analysis for specified indications and continuing to pursue patent protection for pimavanserin. • ACP-106 program goals consisted of completing specified studies and providing research support. • PCAP program goals consisted primarily of signing a collaboration agreement for the program and then delivering on appropriate development preparations to support any such collaboration. • Drug discovery goals consisted of supporting project initiatives under our collaboration with Allergan and our grant from the Michael J. Fox Foundation, supporting partnering activities with respect to specified compounds, and formulating drug discovery strategies. • Business development goals included completing a partnership of pimavanserin, evaluating and executing transactions related to specified assets, extending our collaboration with Allergan and evaluating potential business development and strategic opportunities. • Financing and investor relations goals included strengthening our cash position, and executing cost savings and financing opportunities. • Strategic marketing and commercialization goals consisted of completing marketing research and plans, holding advisory board meetings, analyzing price and reimbursement matters and updating commercialization plans. • Administration and infrastructure goals consisted of enhancing our reporting and financial modeling capabilities, evaluating facilities strategies, executing human resources programs, and developing and securing intellectual property assets related to specified programs.” ********** The Company respectfully requests the staff’s assistance in completing the review of the Company’s response. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding this response letter to Glenn Baity, the Company’s general counsel, at (858) 320-8601 or to Brad Peck of Cooley Godward Kronish LLP, the Company’s outside legal counsel, at (858) 550-6012. 4. Sincerely, ACADIA Pharmaceuticals Inc. /s/ Thomas H. Aasen Thomas H. Aasen Vice President and Chief Financial Officer cc: Glenn F. Baity, ACADIA Pharmaceuticals Inc. D. Bradley Peck, Cooley Godward Kronish LLP 5.
2009-12-15 - UPLOAD - ACADIA PHARMACEUTICALS INC
Mail Stop 4720
December 15, 2009
Uli Hacksell, Ph.D. Chief Executive Officer ACADIA Pharmaceuticals Inc. 3911 Sorrento Valley Boulevard San Diego, CA 92121
Re: ACADIA Pharmaceuticals Inc.
Form 10-K for the year ended 12/31/2008
Filed March 10, 2009
File No. 000-50768
Dear Dr. Hacksell:
We have reviewed your filing and have the following comments. Where the comments
request you to revise disclosure, the informati on you provide should show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it. If you do not believe that revised disc losure is necessary, explain the
reason in your response. After reviewing the information provided, we may raise additional
comments and/or request that you amend your filing.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comment or on any other aspect of our review. Feel free to call us at the
telephone numbers listed at th e end of this letter.
Form 10-K
Collaboration Agreements, page 11
1. Please advise us whether your July 2002 agr eement with Aventis remains in effect and
whether you have received payments from Av entis (now Sanofi-Aventis) within the last
year or may be entitled to rece ive payments in the future under this agreement. Please
file this agreement as an exhibit or provide your analysis why such filing is not required
by Item 601(b)(10) of Regulation S-K.
Uli Hacksell, Ph.D.
ACADIA Pharmaceuticals Inc.
December 15, 2009
Page 2 of 3
Intellectual Property, page 12
2. To the extent not in conflict with the grant of confidential treatment for portions of the
agreement, please describe all of the material terms of your November 30, 2006
agreement with the Ipsen Group.
3. Please expand your disclosure here to include the expiration dates for your material
patents, or a range of expiration dates for each group of patents you associate with each
of your material product candidates.
Schedule 14A
Compensation Discussion and Analysis
2008 Annual Incentive Bonuses, page 20
4. Notwithstanding the Compensation Committee’ s decision to pay no annual incentive
bonuses for 2008, please be advised that if pe rformance goals were established for your
named executive officers you are required to disclose in your Co mpensation Discussion
and Analysis the specific goals and the degree of attainment of those goals. Therefore, if
goals have been established by the Compensation Committee for 2009, you should be prepared to discuss these in your next proxy statement. As such please provide draft
disclosure for your 2010 proxy statement discu ssion of the detailed set of individual and
corporate performance goals for each name d executive officer. In addition, please
confirm that in your next proxy statement you will disclose the extent to which each
officer’s performance met, exceeded or fell s hort of the goal(s) and how his or her level
of performance related to the bonus ultimately awarded. To the extent that pre-
established goals and the executi ve’s level of performance ar e quantifiable, the discussion
in your proxy statement shoul d also be quantified.
* * *
Please respond to these comments within 10 business days or tell us when you will
provide us with responses. Please furnish a letter that keys your response to our comments and
provide the requested information. Detailed letters greatly facili tate our review. Please furnish
your letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
Uli Hacksell, Ph.D.
ACADIA Pharmaceuticals Inc.
December 15, 2009
Page 3 of 3
In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comment on your filing.
Please contact Michael Rosent hall at (202) 551-3674 or me at (202) 551-3715 with any
questions.
Sincerely,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: D. Bradley Peck
J. Patrick Loofbourrow Cooley Godward Kronish LLP 4401 Eastgate Mall San Diego, CA 92121 Fax: 858-550-6420
2008-09-22 - CORRESP - ACADIA PHARMACEUTICALS INC
CORRESP 1 filename1.htm Acceleration Request September 22, 2008 VIA FACSIMILE AND EDGAR United States Securities and Exchange Commission Mail Stop 6010 100 F Street N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler Sebastian Gomez Abero RE: ACADIA Pharmaceuticals Inc. Registration Statement on Form S-3 (File No. 333-153347) Ladies and Gentlemen: The undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on September 23, 2008, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. In connection with this request, the Company acknowledges that: • should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Until such time as it becomes effective, the above-referenced Registration Statement will continue to be subject to the delaying amendment set forth therein. Very truly yours, ACADIA PHARMACEUTICALS INC. /s/ Glenn F. Baity Glenn F. Baity Vice President and General Counsel
2008-09-19 - CORRESP - ACADIA PHARMACEUTICALS INC
CORRESP 1 filename1.htm SEC Response Letter D. Bradley Peck (858) 550-6012 bpeck@cooley.com September 19, 2008 United States Securities and Exchange Commission Mail Stop 6010 100 F Street N.E. Washington, D.C. 20549 Attn: Jeffrey P. Riedler Sebastian Gomez Abero RE: ACADIA Pharmaceuticals Inc. Registration Statement on Form S-3 (File No. 333-153347) Amendment No. 1 Dear Messrs. Riedler and Abero: We are writing in response to your letter dated September 15, 2008 (the “Comment Letter”) with respect to a Registration Statement on Form S-3, File No. 333-153347 (the “Registration Statement”), originally filed by ACADIA Pharmaceuticals Inc. (the “Company”) on September 5, 2008. Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended, on behalf of the Company, is Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. The copy of Amendment No. 1 that is enclosed with the paper copy of this letter is marked to show changes from the Registration Statement as originally filed with the Securities and Exchange Commission (the “Commission”). Amendment No. 1 is being filed in response to a comment received from the staff of the Commission (the “Staff”) as set forth in the Comment Letter. For convenience, the text of the comment has been incorporated into this letter in addition to the Company’s response below. Staff Comment and Company Response General We note that the registration statement relates to 7,422,364 shares of common stock that may be sold by either the selling stockholder or the registrant. The registration statement may not register shares to be sold by the selling stockholder or, in the alternative, by the registrant. Instead, the registration statement must separately identify the shares to be sold by the selling stockholder and the shares to be sold by the registrant. Please revise your registration statement accordingly. Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement through Amendment No. 1 such that all 7,422,364 shares of the Company’s Common Stock registered thereunder are identified as shares to be sold by the selling stockholder. All references to the Company’s ability to alternatively sell such shares under the Registration Statement have been removed. 4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM SEC September 19, 2008 Page Two The Company respectfully requests the Staff’s assistance in completing the review of the Registration Statement and Amendment No. 1 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 1 or this response letter to me at (858) 550-6012 or to Sean Clayton at (858) 550-6034. Sincerely, /s/ D. Bradley Peck D. Bradley Peck cc: Glenn F. Baity, ACADIA Pharmaceuticals Inc. J. Patrick Loofbourrow, Cooley Godward Kronish LLP Sean M. Clayton, Cooley Godward Kronish LLP 4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
2008-09-15 - UPLOAD - ACADIA PHARMACEUTICALS INC
Mail Stop 6010 September 15, 2008 Uli Hacksell, Ph.D. Chief Executive Officer ACADIA Pharmaceuticals Inc. 3911 Sorrento Valley Boulevard San Diego, CA 92121 Re: ACADIA Pharmaceuticals Inc. Registration Statement on Form S-3 Filed September 15, 2008 File No. 333-153347 Dear Dr. Hacksell: We have limited our review of your filing to the issue we have addressed in our comment. Where indicated, we think you shoul d revise your document in response to this comment. If you disagree, we will cons ider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General We note that the registration statement rela tes to 7,422,364 shares of common stock that may be sold by either the selling stockholder or the registrant. The registration statement may not register shares to be sold by the selling stockholder or, in th e alternative, by the registrant. Instead, the regist ration statement must separately identify the shares to be sold by the selling stockholder and the shares to be sold by the registrant. Please revise your registration statement accordingly. * * * As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your response to Uli Hacksell, Ph.D. ACADIA Pharmaceuticals Inc. September 15, 2008 Page 2 our comment and provides any requested info rmation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment a nd response to our comment. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. Uli Hacksell, Ph.D. ACADIA Pharmaceuticals Inc. September 15, 2008 Page 3 Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551- 3715 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Glenn F. Baity Vice President and General Counsel ACADIA Pharmaceuticals Inc. 3911 Sorrento Valley Boulevard San Diego, CA 92121 D. Bradley Peck J. Patrick Loofbourrow Sean M. Clayton Cooley Godward Kronish LLP 4401 Eastgate Mall San Diego, CA 92121-9109