阿卡迪亚 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number:000-50768 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Securities Exchange Act of 1934: Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiliates of the registrant wasapproximately $2.0billion, based on the closing price of the registrant’s common stock on the NasdaqGlobal Select Market on June 28, 2024 of $16.25 per share. As ofFebruary 18, 2025,166,788,517shares of the registrant’s common stock, $0.0001 par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission by April 30, 2025 are incorporated byreference into Part III of this report. ACADIA PHARMACEUTICALS INC. PART I Item 1.Business.Item 1A.Risk Factors.Item 1B.Unresolved Staff Comments.Item 1C.Cybersecurity.Item 2.Properties.Item 3.Legal Proceedings.Item 4.Mine Safety Disclosures. PART IIMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Item 5.Securities.62Item 6.[Reserved]63Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.63Item 7A.Quantitative and Qualitative Disclosures About Market Risk.74Item 8.Financial Statements and Supplementary Data.74Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.74Item 9A.Controls and Procedures.74Item 9BOther Information.77Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.77 PART IIIDirectors, Executive Officers and Corporate Governance. Item 10.Item 11.Executive Compensation.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13.Certain Relationships and Related Transactions, and Director Independence.Item 14.Principal Accountant Fees and Services. PART IV Item 15.Exhibits and Financial Statement Schedules.Item 16.Form 10-K Summary 7983 PARTI FORWARD-LOOKING STATEMENTS This report and the information incorporated herein by reference contain forward-looking statements that involve a number ofrisks and uncertainties, as well as assumpti