Acadia, page-1434

Yes !!! Baker Bros:



SELLING STOCKHOLDERS

The selling stockholders named in this prospectus may offer and sell up to 43,576,075 shares of our common stock, including 492,407 shares of our common stock issuable upon the exercise of warrants. The foregoing shares and warrants represent all shares of common stock reported to us as held by the selling stockholders as of April 30, 2025 and the maximum number of shares of common stock issuable upon the exercise of warrants held by the selling stockholders as of April 30, 2025. The selling stockholders may have sold, transferred or otherwise disposed of all or a portion of their shares of our common stock since the date on which they provided information for this table.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.

On January 6, 2016, in connection with a follow-on public offering of our common stock, we entered into a Registration Rights Agreement with the selling stockholders, pursuant to which we agreed that, if the selling stockholders demand that we register their shares of our common stock for resale under the Securities Act, we would be obligated to effect such registration. Our registration obligations under the Registration Rights Agreement cover all shares of our common stock now held or later acquired by the selling stockholders, will continue in effect for up to 10 years after the date of the Registration Rights Agreement, and include our obligation to facilitate certain underwritten public offerings of our common stock by the selling stockholders in the future. We have agreed to bear all expenses incurred by us in effecting any registration pursuant to the Registration Rights Agreement as well as the legal expenses of the selling stockholders of up to $50,000 per underwritten public offering effected pursuant to the Registration Rights Agreement. Additional information with respect to the Registration Rights Agreement is contained in our current report on Form 8-K filed with the SEC on January 7, 2016.

Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP, serve on our Board of Directors.

Except for the ownership of shares of our common stock or other securities, the Registration Rights Agreement and Julian C. Baker’s and Stephen R. Biggar’s positions on our Board of Directors, none of the selling stockholders or any persons having control over such selling stockholders has held any position or office with us or our affiliates within the last three years or has had a material relationship with us or any of our predecessors or affiliates within the past three years.

The table below, including the footnotes, lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock held by each of the selling stockholders based on information provided to us by the selling stockholders. The percentages of shares owned prior to and after the offering are based on 167,361,851 shares of our common stock outstanding as of April 30, 2025, which includes the outstanding shares of common stock offered by this prospectus and the maximum number of shares of our common stock issuable upon exercise of the warrants in full for cash and the shares reported to us as beneficially owned by the selling stockholders from options. The number of shares beneficially owned prior to the offering indicates the number of shares of common stock reported to us as beneficially owned by the selling stockholders as of April 30, 2025.

The maximum number of shares to be sold column indicates the total number of shares of our common stock, including the shares of common stock issuable upon exercise of the warrants in full for cash, that the selling stockholders may offer under this prospectus.

The shares beneficially owned after offering number assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus, including all of the shares of our common stock issuable upon



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exercise of the warrants, and no further acquisitions of shares by the selling stockholders. However, because the selling stockholders may sell all or some of their shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the selling stockholders or that will be held by the selling stockholders after completion of any sales. We do not know how long any of the selling stockholders will hold the shares before selling them. Information concerning the selling stockholders may change from time to time and changed information will be presented in a supplement to this prospectus if and when necessary and required.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution”.



Before Offering Maximum
Number of
Shares
Offered After Offering(1)
Name of Selling Stockholder Number of
Shares
Beneficially
Owned Percent of
Shares
Beneficially
Owned Number of
Shares
Beneficially
Owned Percent of
Shares
Beneficially
Owned
Baker Bros. Advisors LP(2)(3)

43,856,025 26.1 % 43,576,075 279,950 *


*
Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.

(1)
The selling stockholders may offer and sell all or part of the common stock covered by this prospectus, but no estimates can be made as to the amount of shares of common stock that will be held by the selling stockholders after the completion of this offering.

(2)
Under the terms of the warrants held by the selling stockholders issued on December 17, 2012, the number of shares of our common stock that may be acquired by the selling stockholders upon any exercise of the warrants is generally limited to the extent necessary to ensure that, following such exercise, the total number of shares of our common stock then beneficially owned by the selling stockholders, together with their affiliates and any other persons or entities whose beneficial ownership, as calculated pursuant to Section 13(d) of the Exchange Act and the applicable regulations of the SEC, would not exceed 19.99% of the total number of shares of our common stock then issued and outstanding. Solely for purposes of this table, the 19.99% limitation is disregarded, and the numbers of shares of common stock beneficially owned do not reflect this limitation.

(3)
The shares of common stock reported to us as beneficially owned by Baker Bros. Advisors LP, or the Adviser, are held by the following selling stockholders (i) (a) 3,546,939 shares of common stock directly held by 667, L.P., or 667, and (b) 42,131 shares of common stock issuable upon the exercise of warrants held by 667, without giving effect to limitations on exercise described in note (2) above, (ii) (a) 102,876 shares of common stock beneficially owned by Julian C. Baker and (b) 1,569 shares of common stock issuable upon the exercise of warrants held by Julian C. Baker, without giving effect to limitations on exercise described in note (2) above, (iii) (a) 102,876 shares of common stock owned by Felix J. Baker and (b) 1,569 shares of common stock issuable upon the exercise of warrants held by Felix J. Baker, without giving effect to limitations on exercise described in note (2) above, (iv) (a) 39,254,169 shares of common stock directly held by Baker Brothers Life Sciences LP, or BBLS, and together with 667, referred to as the Funds and (b) 447,138 shares of common stock issuable upon the exercise of warrants held by BBLS, without giving effect to the to the limitations on exercise described in note (2) above, (v) 131,088 and 9,387 shares of common stock issuable to Julian C. Baker upon the exercise of stock options and the vesting and settlement of restricted stock units, respectively, each exercisable or vesting, as applicable, within 60 days of April 30, 2025, (vi) 130,088 and 9,387 shares of common stock issuable to Stephen R. Biggar upon the exercise of stock options and the vesting and settlement of restricted stock units, respectively, each exercisable or vesting, as applicable, within 60 days of April 30, 2025, (vii) 27,500 shares of common stock held by Stephen R. Biggar as a result of exercising stock options awarded for services as a director, (viii) 24,654 shares of common stock held by Julian C. Baker following the vesting and settlement of restricted stock units awarded for services as a director, and (ix) 24,654 shares of common stock held by Stephen R. Biggar following the vesting and settlement of restricted stock units awarded for services as a director. Pursuant to management agreements, as amended, among the Adviser, the Funds and their



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respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments, and thus may be deemed to beneficially own all shares held by the Funds. Baker Bros. Advisors (GP) LLC, or the Adviser GP, is the sole general partner of the Adviser and thus may be deemed to beneficially own all shares held by the Adviser and the Funds. Julian C. Baker and Felix J. Baker have voting and investment power over the shares held by each of the Funds as managing members of the Adviser GP, and thus may be deemed beneficially own the shares held by the Funds. Dr. Biggar is a full-time employee of the Adviser and currently serves on the Board of Directors of the Company as a representative of the Funds. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Biggar do not have a right to any of the Company’s securities issued as compensation for their service on the Board of Directors and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of common stock, stock options, common stock issued upon exercise of stock options, restricted stock units and common stock received upon vesting of restricted stock units issued as compensation for such board service. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the stock options, restricted stock units and any common stock received as a result of the exercise of stock options or vesting of restricted stock units. Julian C. Baker, Felix J. Baker, Stephen R. Biggar, the Adviser and the Adviser GP disclaim beneficial ownership of all shares held by the Funds, except to the extent of their indirect pecuniary interest therein. The address for Julian C Baker, Felix J. Baker, the Adviser and the Adviser GP is 860 Washington Street, 3rd Floor, New York, New York 10014. This information is based on the most recent Schedule 13D and Form 4 filed on behalf of the Advisor, subsequent filings, information supplied by Stephen R. Biggar and Julian C. Baker, and our records relating to current outstanding stock options and restricted stock units.