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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

 

(4)                                 Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Series A-2 Preferred Stock and the Series B Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities (unless such options or rights were merely deemed to be included in the numerator and denominator for purposes of determining the number of shares of Common Stock outstanding for purposes of subsection 4(d)(i)(A)), shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

 

(5)                                 The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

 

(ii)                                  “Additional Stock” shall mean any shares of Common Sock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this Corporation after the Purchase Date other than:

 

(A)                               Shares of Common Stock issued pursuant to a transaction described in subsection 4(e) hereof;

 

(B)                               Shares of Common Stock issuable or issued to employees, consultants or directors (if in transactions with primarily non-financing purposes) of this Corporation pursuant to a stock option plan, restricted stock plan or other arrangement approved by the Board of Directors;

 

(C)                               Securities issued pursuant to a Qualified IPO;

 

(D)                               Securities issued pursuant to the conversion or exercise of convertible or exercisable securities;

 

(E)                                Securities issued in connection with a bona fide business acquisition of or by this Corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise;

 

(F)                                 Securities issued to financial institutions or lessors in connection with credit and equipment financing arrangements approved by the Board of Directors including at least two of the directors elected solely by the holders of Series A-2 Preferred Stock and Series B Preferred Stock;

 

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