Item 1.01 Entry Into a Material Definitive Agreement
On
The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as Exhibit 10.1 hereto.
On
Item 3.02 Unregistered Sales of
The disclosure under Item 1.01 above is incorporated by reference herein.
The issuance of the Shares under the Exchange Agreements is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualified as "qualified institutional buyers" (as such term is defined in Rule 144A of the Securities Act) and institutional "accredited investors" (as such term is defined in Rule 501 of the Securities Act).
The Shares have not been registered under the Securities Act or the securities
laws of any state or other jurisdiction, and may not be offered or sold in
Forward-Looking Statements
Statements in this Current Report on Form 8-K about future expectations, plans
and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute "forward-looking statements" within the meaning
of The Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements in respect of the expected closing
of the exchanges. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "will," "would" and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual results may
differ materially from those indicated by such forward-looking statements as a
result of various important factors, including whether the conditions for the
closing of the exchanges will be satisfied, and other factors discussed in the
"Risk Factors" section of the Company's Annual Report on Form 10-K filed with
the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Exchange Agreement 99.1 Press Release ofApellis Pharmaceuticals, Inc. , datedJuly 27, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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