Neurocrine may access capital under the CEFF in tranches up to a maximum of 2.75 percent of its market capitalization at the time of the draw-down of each tranche, subject to certain conditions, including a minimum share price threshold and the requirement that no individual tranche exceed $15 million. Kingsbridge may purchase shares of common stock pursuant to the CEFF at discounts ranging from 5 to 10 percent, depending on the average market price of Neurocrine's common stock during the applicable pricing period.
The CEFF does not impose any restrictions on Neurocrine's operating activities or capital raising alternatives, other than with respect to financings similar to the CEFF. During the term of the CEFF, Kingsbridge is prohibited from engaging in any short selling or derivative transactions related to Neurocrine's common stock.
The securities issuable pursuant to the CEFF have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration under the Securities Act of 1933 and applicable state securities laws or available exemptions from registration requirements. Neurocrine has agreed to file a registration statement with respect to the resale of shares issued pursuant to the CEFF within 60 days of the date of the CEFF agreement.