Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ CEREVEL THERAPEUTICS HOLDINGS , INC . ( Exact name of Registrant as specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 222 Jacobs Street , Suite 200 Cambridge , MA ( Address of principal executive offices ) Commission File Number 001-39311 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common stock , par value $ 0.0001 per share Warrants to purchase one share of common at an exercise price of $ 11.50 Registrant's telephone number , including area code : ( 844 ) 304-2048 Trading Symbol ( s ) CERE CEREW 85-3911080 ( I.R.S. Employer Identification No. ) 02141 ( Zip Code ) Name of each exchange on which registered The Nasdaq Capital Market The Nasdaq Capital Market Securities registered pursuant to Section 12 ( g ) of the Act : None 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 Act . 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 1934 during 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 requirements for 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 of Regulation 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 , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company 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 or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . DOCUMENTS INCORPORATED BY REFERENCE Accelerated filer Smaller reporting company X 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 control over 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 its audit report . □ Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES □ NO > The aggregate market value of the voting and non - voting common equity held by non - affiliates of the Registrant , based on the closing price of the Registrant's units on The Nasdaq Capital Market on June 30 , 2020 , was approximately $ 173,420,000 . The number of shares of Registrant's common stock outstanding as of March 15 , 2021 was 127,277,270 . The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2021 Annual Meeting of Stockholders within 120 days of the end of the Registrant's fiscal year ended December 31 , 2020. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10 - K to the extent stated herein .