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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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can waive any dividend preference that such holders shall be entitled to receive under this Section 1(a) upon the affirmative vote or written consent of the holders of two thirds of the Series A-2 Preferred Stock then outstanding. The holders of the outstanding Series B Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1(a) upon the affirmative vote or written consent of the holders of two thirds of the Series B Preferred Stock then outstanding.

 

(b)                                 The holders of shares of Series A-1 Preferred Stock and the Series A-3 Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, on a pari passu basis with each other and prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this Corporation) on the Common Stock of this Corporation, at the rate of $0.054 per share per annum for the Series A-1 Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series A-1 Preferred Stock) and at the rate of $0.006 per share per annum for the Series A-3 Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series A-3 Preferred Stock), each payable when, as, and if declared by the Board of Directors. Such dividends shall not be cumulative. The holders of the outstanding Series A-1 Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1(b) upon the affirmative vote or written consent of the holders of more than a majority of the Series A-1 Preferred Stock then outstanding. The holders of the outstanding Series A-3 Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1(b) upon the affirmative vote or written consent of the holders of more than a majority of the Series A-3 Preferred Stock then outstanding.

 

(c)                                  The Corporation shall not declare or pay any dividends on shares of Common Stock (except for dividends payable solely in the form of Common Stock) until (i) the holders of the Series A-2 Preferred Stock and the Series B Preferred Stock and the holders of the Series A-1 Preferred Stock and the Series A-3 Preferred Stock have first received the dividend preferences set forth in subparagraph 1(a) and 1(b), respectively; and (ii) in addition, the holders of Series A-2 Preferred Stock and Series B Preferred Stock receive a distribution on each outstanding share of Series A-2 Preferred Stock and Series B Preferred Stock in an amount at least equal to the product of (A) the per share amount, if any, of the dividends to be declared, paid or set aside for the Common Stock, multiplied by (B) the number of whole shares of Common Stock into which such shares of Series A-2 Preferred Stock and Series B Preferred Stock, as applicable, is then convertible.

 

2.                                      Liquidation Preference.

 

(a)                                 In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the holders of Series A-2 Preferred Stock and Series B Preferred Stock shall be entitled to receive, on a pari passu basis with each other and prior and in preference to any distribution of any of the assets of this Corporation to the holders of Series A-1 Preferred Stock, the holders of Series A-3 Preferred Stock or the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $1.00 for

 

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