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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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Restricted Stock Units

        As of June 30, 2014, we had 9,000,000 shares of common stock subject to RSUs outstanding pursuant to our 2013 Plan.

Warrants

        In July 2006, in connection with the closing of a credit facility, we issued a warrant to Silicon Valley Bank, which warrant was immediately exercisable for an aggregate of 33,334 shares of our Series C preferred stock, at an exercise price of $0.90 per share. Following consummation of this offering, these warrants will be exercisable for an aggregate of 33,334 shares of our common stock at an exercise price of $0.90 per share. This warrant will expire in July 2016.

        In August 2008, in connection with the closing of a credit facility, we issued a warrant to Silicon Valley Bank, which warrant was immediately exercisable for an aggregate of 149,988 shares of our Series D preferred stock, at an exercise price of $1.20. In connection with the same credit facility, we issued a warrant to Oxford Finance Corp, which warrant was immediately exercisable for an aggregate of 175,012 shares of our Series D preferred stock, at an exercise price of $1.20. Following consummation of this offering, these warrants will be exercisable for an aggregate of 325,000 shares of our common stock at an exercise price of $1.20 per share. Both warrants will expire in August 2018.

        In December 2011, in connection with the closing of a credit facility, we issued a warrant to Silicon Valley Bank, which warrant was immediately exercisable for an aggregate of 229,167 shares of our Series D preferred stock, at an exercise price of $1.20 per share. In connection with the same credit facility, we issued two warrants to Oxford Finance LLC, one of such warrants was immediately exercisable for an aggregate of 229,166 shares of our Series D Preferred Stock and the other of such warrants was immediately exercisable for an aggregate of 229,167 shares of our Series D Preferred Stock, each at an exercise price of $1.20 per share. Following consummation of this offering, these warrants will be exercisable for an aggregate of 687,500 shares of our common stock at an exercise price of $1.20 per share. All of the warrants issued in connection with such credit facility will expire in December 2021.

Registration Rights

        After the completion of this offering, holders of 218,309,741 shares of our common stock will be entitled to rights with respect to the registration of those shares under the Securities Act. Under the terms of the investors' rights agreement between us and the holders of these registrable securities, if we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders exercising registration rights, these holders are entitled to notice of registration and are entitled to include their shares of common stock in the registration. The holders of these registrable securities are also entitled to specified demand registration rights under which they may require us to file a registration statement under the Securities Act at our expense with respect to our shares of common stock, and we are required to use our commercially reasonable efforts to effect this registration. Further, the holders of these registrable securities may require us to file additional registration statements on Form S-3. All of these registration rights are subject to conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares included in the registration and our right not to effect a requested registration within six months following this offering.

Anti-takeover Effects of Delaware Law and Our Restated Certificate of Incorporation and Bylaws

        Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws to become effective upon completion of this offering could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control

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