Aerie Raises $125 Million In ATM Sales And Upsized Follow-On Offering

IRVINE, Calif.--(BUSINESS WIRE)--Aerie Pharmaceuticals, Inc. (NASDAQ:AERI), a clinical-stage pharmaceutical company focused on the discovery, development and commercialization of first-in-class therapies for the treatment of patients with glaucoma and other diseases of the eye, today announced that it has priced its registered underwritten public offering (the “Underwritten Offering”) of $75 million of shares of its common stock at a price to the public of $53.75 per share. The offering was upsized by $25 million over the offering amount anticipated to be sold as previously announced. This is in addition to the $50 million of shares of its common stock sold through the completion and full utilization of an at-the-market program (“ATM Program”) with Cantor Fitzgerald & Co. filed prior to market open on May 25, 2017. Total gross proceeds from these offerings are expected to be $125 million, before deducting underwriting discounts and commissions and other estimated offering expenses. The shares sold through the ATM Program will be issued on or about May 31, 2017, and the Underwritten Offering is expected to close on or about June 1, 2017, subject to the satisfaction of customary closing conditions.

Cantor Fitzgerald & Co. is acting as sole bookrunner for the Underwritten Offering and sole manager for the ATM Program.

Aerie intends to use the net proceeds of these offerings for general corporate purposes, including to fund expansion of its commercialization programs in North America for both Rhopressa^TM and Roclatan^TM, its potential preclinical and clinical activities for pipeline therapy and delivery technology opportunities, its clinical and commercialization efforts beyond North America, and its manufacturing activities, including the construction of its manufacturing plant and the addition of secondary contract manufacturers, for working capital and potentially for the expansion of its external business development programs.

A shelf registration statement relating to the shares is effective with the Securities and Exchange Commission. The shares in each offering may be offered only by means of the prospectus forming a part of the effective registration statement and related prospectus supplements. A prospectus supplement relating to the ATM Program and a preliminary prospectus supplement relating to the Underwritten Offering were each filed with the Securities and Exchange Commission on May 25, 2017. Electronic copies of the ATM prospectus supplement and the Underwritten Offering preliminary prospectus supplement and, in each case, the accompanying prospectus are available on the website of the Securities and Exchange Commission at www.sec.gov. Copies of the ATM prospectus supplement, the Underwritten Offering preliminary prospectus supplement, the Underwritten Offering final prospectus supplement, when available, and, in each case, the accompanying prospectus may be obtained by contacting Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Ave., 5th Floor, New York, New York 10022, or by telephone at 212-829-7122, or by e-mail at prospectus@cantor.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Aerie, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Aerie Pharmaceuticals, Inc.

Aerie is a clinical-stage pharmaceutical company focused on the discovery, development and commercialization of first-in-class therapies for the treatment of patients with glaucoma and other diseases of the eye. Aerie’s two current product candidates are once-daily intraocular pressure-lowering therapies with novel mechanisms of action to treat patients with glaucoma or ocular hypertension. The NDA (new drug application) for Rhopressa^TM (netarsudil ophthalmic solution) 0.02% was submitted to the U.S. Food and Drug Administration (FDA) in February 2017, and, in May 2017, the FDA set the PDUFA (Prescription Drug User Fee Act) goal date for the completion of the FDA’s review of the Rhopressa^TM NDA for February 28, 2018. Aerie’s second product candidate, Roclatan^TM (netarsudil/latanoprost ophthalmic solution) 0.02%/0.005%, which is a fixed dose combination of Rhopressa^TM and widely prescribed PGA latanoprost, achieved its primary efficacy endpoint in two Phase 3 registration trials, named Mercury 1, which is still ongoing, and Mercury 2. A Roclatan^TM NDA submission is expected to take place in the first half of 2018. Aerie is also focused on the development of additional product candidates and technologies in ophthalmology.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “exploring,” “pursuing” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the success, timing and cost of our ongoing and anticipated preclinical studies and clinical trials for our current and potential future product candidates, including statements regarding the timing of initiation and completion of the studies and trials; our expectations regarding the clinical effectiveness of our product candidates and results of our clinical trials; the timing of and our ability to request, obtain and maintain FDA or other regulatory authority approval of, or other action with respect to, our product candidates, including the expected timing of, and timing of regulatory and/or other review of, filings for our product candidates; our expectations regarding the commercialization and manufacturing of our product candidates; our expectations related to the offerings discussed in this press release, including the completion, timing and size of the offerings and the use of proceeds therefrom; the potential advantages of our product candidates; our plans to pursue development of additional product candidates and technologies in ophthalmology, including development of our product candidates for additional indications and other therapeutic opportunities; our plans to explore possible uses of our existing proprietary compounds beyond glaucoma; our ability to protect our proprietary technology and enforce our intellectual property rights; and our expectations regarding strategic operations, including our ability to in-license or acquire additional ophthalmic products or product candidates or technologies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, industry change and other factors beyond our control, and depend on regulatory approvals and economic and other environmental circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We discuss many of these risks in greater detail under the heading “Risk Factors” in the quarterly and annual reports that we file with the Securities and Exchange Commission (SEC). In particular, the receipt of the PDUFA goal date notification does not constitute FDA approval of the Rhopressa^TM NDA, and there can be no assurance that the FDA will complete its review by the PDUFA goal date, that the FDA will not require changes or additional data, whether as a result of recommendations, if any, made by any FDA advisory committee or otherwise, that must be made or received before it will approve the NDA, if ever, or that the FDA will approve the NDA. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.