Print Page  Close Window

SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
Entire Document
 

Table of Contents


Vitae Pharmaceuticals, Inc.

Notes to the Financial Statements (Continued)

For the Years Ended December 31, 2013 and 2012

8. Convertible Preferred Stock and Stockholders' Equity

Preferred Stock

        As of December 31, 2013, the Company had authorized 211,775,287 shares of preferred stock at $0.0001 par value. The shares are further designated as 675,000 shares of Series A-1 preferred stock, 16,575,000 shares of Series A-2 preferred stock, 151,812,780 shares of Series B preferred stock, 16,700,007 shares of Series C preferred stock, and 26,012,500 shares of Series D preferred stock.

        The holders of shares of Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock are entitled to receive noncumulative dividends on a pari passu basis with each other, prior and in preference to any declaration or payment of any dividend on the Series A-1 preferred stock, or common stock, at the annual rate of $0.06 per share for Series A-2 preferred stock, $0.026 per share for Series B preferred stock, $0.054 per share for Series C preferred stock, and $0.072 per share for Series D preferred stock. The holders of shares of Series A-1 preferred stock are entitled to receive dividends on a pari passu basis with each other, prior and in preference to any declaration or payment of any dividend on common stock at the annual rate of $0.054 per share.

        Dividends are payable when, as, and if declared by the Board. The holders of the outstanding Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock can waive any dividend preference upon the affirmative vote or written consent of the holders of two-thirds of the Series A-2 preferred stock, two-thirds of Series B preferred stock, 70% of Series C preferred stock, and 70% of Series D preferred stock then outstanding. The holders of the outstanding Series A-1 preferred stock can waive any dividend preference upon the affirmative vote or written consent of more than a majority of respective stock then outstanding. As of December 31, 2013, the Board has not declared any dividends.

        In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock shall be entitled to receive on a pari passu basis with each other $1.00, $0.425, $0.90, and $1.20, respectively, for each outstanding share plus declared but unpaid dividends, prior and in preference to any distribution to the holders of Series A-1 preferred stock or common stock. Upon the completion of the distribution to the holders of Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock, the holders of Series A-1 preferred stock shall be entitled to receive $0.90 for each outstanding share plus declared but unpaid dividends, prior and in preference to any distribution to the holders of common stock. Upon the completion of the distribution to the holders of Series A-1 preferred stock, the holders of common stock shall be entitled to receive all the remaining assets of the Company on a pro rata basis.

        Each share of preferred stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of nonassessable common stock at a defined conversion ratio. At December 31, 2013, the number of shares of common stock into which one share of each series of preferred stock was convertible was as follows: the Series A-1 preferred stock, 1.00; the Series A-2 preferred stock, 1.51; the Series B preferred stock, 1.00; the Series C preferred stock, 1:00; and the Series D Preferred Stock, 1.00. Each share will automatically be converted into shares of common stock immediately upon an initial public offering yielding aggregate proceeds (net of underwriting commissions and offering expenses) to the Company of at least $35,000,000.

F-23