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S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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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 (Continued)

        The holders of each series of preferred stock shall have the right to one vote for each share of common stock on an as-converted basis. As long as at least 1,000,000 shares of Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and/or Series D preferred stock remain outstanding, the holders of Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock, voting as a single class on an as-converted basis, shall be entitled to elect six directors of the Company. Holders of common stock, voting as a separate class, shall be entitled to elect one director of the Company. The holders of common stock, Series A-2 preferred stock, Series B preferred stock, Series C preferred stock, and Series D preferred stock, voting together as a single class on an as-converted basis, shall be entitled to elect the remaining directors of the Company.

        The preferred stock is subject to redemption under certain "deemed liquidation" events, as defined in the Company's certificate of incorporation, and as such the preferred stock is considered contingently redeemable for financial accounting purposes. The Company has concluded that none of these events are probable during the periods presented.

Series B Preferred Stock

        On August 31, 2012, 823,528 Series B preferred stock warrants were exercised at a price of $0.425 utilizing a cashless exercise feature. The exercise resulted in the issuance of 123,529 shares of Series B preferred stock.

Common Stock

        As of December 31, 2013, the Company had authorized 312,825,000 shares of common stock at $0.0001 par value. The Company has issued 13,550,226 shares of common stock at prices ranging from $0.0001 to $0.30 including 7,053,080 and 2,031,759 shares of common stock issued through the exercise of options in the 2001 and 2004 Stock Plans, respectively. As of December 31, 2013, there were 13,544,366 shares of common stock outstanding.

Treasury Stock

        In connection with cashless employee stock option exercises for the years ended December 31, 2013 and 2012, employees tendered 20,620 and 120,688 shares of common stock with a fair value of $4,923 and $39,605, respectively, to the Company as consideration for the exercise price. The Company retired 197,630 and 116,984 treasury shares during the years ended December 31, 2013 and 2012, respectively. Treasury stock is recorded using the cost method. Treasury stock retirements are recorded by deducting the par value from common stock and charging the remaining excess of cost over par to accumulated deficit.

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