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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 Unaudited Condensed Financial Statements (Continued)

As of June 30, 2014 and December 31, 2013 and
for the Six Months Ended June 30, 2014 and 2013

7. Notes Payable (Continued)

        The principal balance of the loan was $7,726,964 and $10,398,262 at June 30, 2014 and December 31, 2013, respectively.

        Aggregate maturities of all term notes are as follows (amounts exclude unamortized discount at June 30, 2014):

2014

  $ 5,709,241  

2015

    2,017,723  
       

  $ 7,726,964  
       
       

8. Convertible Preferred Stock and Stockholders' Equity

Preferred Stock

        As of June 30, 2014, 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 June 30, 2014, 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

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