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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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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
We describe below transactions and series of similar transactions, since our inception, to which we were a party or will be a party, in which:
 
  •      the amounts involved exceeded or will exceed $120,000; and
 
  •      a director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
 
We also describe below certain other transactions with our directors, executive officers and stockholders. Although we have had no formal written policy in the past, as of the date of completion of this offering, our written policy will require that any transaction with a related party required to be reported under applicable Securities and Exchange Commission rules, other than compensation-related matters, be reviewed and approved by our Audit Committee. We will not adopt written procedures for review of, or standards for approval of, these transactions, but instead we intend to review such transactions on a case by case basis. In addition, our Compensation Committee will approve all compensation-related policies.
 
Preferred Stock Issuances
 
In January 2004, we issued in a private placement an aggregate of 9,322,035 shares of Series A preferred stock at a per share price of $1.18, for aggregate consideration of $11.0 million. In April and May 2005, we issued in a private placement an aggregate of 14,830,509 shares of Series B preferred stock at a per share price of $2.36, for aggregate consideration of $35.0 million. In November 2006, we issued in a private placement 8,771,930 shares of Series C preferred stock at a per share price of $3.42, for aggregate consideration of $30.0 million.
 
The following table sets forth the aggregate number of these securities acquired by the listed directors, executive officers or holders of more than 5% of our common stock, or their affiliates:
 
                         
    Shares of Preferred Stock  
Investor
  Series A     Series B     Series C  
 
Funds affiliated with Domain Associates, L.L.C.(1)
    3,389,831       2,311,248       1,826,536  
KPCB Holdings, Inc.(2)
    3,389,831       2,311,248       1,826,536  
Funds affiliated with Sofinnova Venture Partners VI, L.P.(3)
    2,542,373       1,733,436       1,369,902  
Scale Venture Partners II, LP(4)
          4,237,289       1,357,561  
Funds affiliated with Montreux Equity Partners(5)
          2,118,644       678,780  
Morgenthaler Partners VII, L.P.(6) 
          1,694,915       543,025  
 
(1) Includes 3,311,602 shares of Series A preferred stock, 2,257,910 shares of Series B preferred stock and 1,784,384 shares of Series C preferred stock held by Domain Partners V, L.P., and 78,229 shares of Series A preferred stock, 53,338 shares of Series B preferred stock, and 42,152 shares of Series C preferred stock held by DP V Associates, L.P. The voting and disposition of the shares held by Domain Partners V, L.P. and DP V Associates, L.P. is determined by the managing members of One Palmer Square Associates V, L.L.C., the general partner of Domain Partners V, L.P. and DP V Associates, L.P. Dr. Weber, the chairman of our board of directors, is an employee of Domain Associates, L.L.C., the manager of Domain Partners V, L.P. and DP V Associates, L.P. Dr. Weber has no ownership interest, or voting or investment power with respect to the shares held by Domain Partners V, L.P. and DP V Associates, L.P. Mr. Dovey, a member of our board of directors, is a managing member of One Palmer Square Associates V, L.L.C. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
 
(2) Includes 5,151,147 shares beneficially held by Kleiner Perkins Caufield & Byers X-A, L.P., 145,283 shares beneficially held by Kleiner Perkins Caufield & Byers X-B, L.P., 52,747 shares beneficially held by

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