Item 1.01 Entry Into a Material Definitive Agreement

On July 28, 2022, Apellis Pharmaceuticals, Inc. (the "Company") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with certain holders of its 3.500% Convertible Senior Notes due 2026 (the "Notes"). Under the terms of the Exchange Agreements, the holders have agreed to exchange with the Company approximately $22.5 million in aggregate principal amount of Notes held by them for (i) 456,128 shares of the Company's common stock, which is equal to 20.2724 shares per $1,000 principal amount of Notes exchanged plus (ii) an additional number of shares of the Company's common stock per $1,000 principal amount of Notes exchanged equal to the quotient of (a) $591.91 divided by (b) the average of the daily volume-weighted average prices of the Company's common stock over the three consecutive trading days commencing on July 29, 2022 (collectively, the "Shares"). These exchange transactions are expected to close on August 4, 2022, subject to the satisfaction of customary closing conditions.

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.

Item 3.02 Unregistered Sales of Equity Securities.

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 the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

Item 8.01 Other Events.

On August 1, 2022, Company closed the privately negotiated exchange transactions that it announced on July 27, 2022 (the "Prior Exchange Transactions") with certain holders of the Notes.

In the Prior Exchange Transactions, the holders exchanged approximately $75.6 million in aggregate principal amount of Notes and the Company issued an aggregate of 2,334,014 shares of its common stock.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

10.1          Form of Exchange Agreement

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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