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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
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USE OF PROCEEDS
 
We estimate that we will receive net proceeds of approximately $      million from the sale of the shares of common stock offered in this offering, based on an assumed initial public offering price of $      per share (the mid-point of the price range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us. Each $1.00 increase or decrease in the assumed public offering price of $      per share would increase or decrease, respectively, the net proceeds to us from this offering by approximately $      million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us.
 
The principal purposes for this offering are to fund clinical development of our product candidates, Contrave and Excalia, to fund working capital and other general corporate purposes, to create a public market for our common stock and to increase our ability to access the capital markets in the future.
 
We currently expect to use our net proceeds from this offering as follows:
 
  •      approximately $60.0 million to fund clinical trials for Contrave and Excalia and other research and development activities; and
 
  •      the remainder to fund working capital and other general corporate purposes, including rent, salaries and benefits, insurance and professional fees.
 
We anticipate that the net proceeds from this offering, together with our existing cash, cash equivalents and short-term investments and the borrowing capacity under our $17.0 million credit and security agreement with Merrill Lynch Capital, will allow us to complete our planned Phase III clinical trials for Contrave and our ongoing Phase IIb clinical trial for Excalia.
 
We may also use a portion of the net proceeds set aside for our general corporate purposes to in-license, acquire or invest in complementary businesses or products. However, we have no current understandings, commitments or agreements to do so.
 
The amounts and timing of our actual expenditures will depend on numerous factors, including the progress in, and costs of, our clinical trials and other product development programs. We therefore cannot estimate the amount of net proceeds to be used for all of the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities.
 
DIVIDEND POLICY
 
We have never declared or paid any cash dividends on our capital stock and we do not currently intend to pay any cash dividends on our common stock. We expect to retain future earnings, if any, to fund the development and growth of our business. The payment of dividends by us on our common stock is limited by our credit and security agreement with Merrill Lynch Capital. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions.


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