Print Page  Close Window


SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
Entire Document
 
Table of Contents

placements a total of 1,894,200 shares of common stock for aggregate consideration of $1,894 to directors, executive officers, stockholders or their affiliates. The following table sets forth these issuances:
 
         
Investor
  Common Stock  
 
Michael A. Cowley, Ph.D. 
    433,000  
Eckard Weber, M.D. 
    1,300,000  
Funds affiliated with Domain Associates, L.L.C.(1)
    520,000  
John Crowley(2)
    941,200  
 
(1) Includes 508,000 shares held by Domain Partners V, L.P and 12,000 shares held by 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.
 
(2) Effective January 2005, Mr. Crowley resigned as our Chief Executive Officer. Of these 941,200 shares, 534,190 were repurchased by us, 293,277 shares are held of record by Mr. Crowley and 113,733 shares are held of record by MPAJ, LLC. Mr. Crowley serves as President of MPAJ, LLC.
 
Investors’ Rights Agreement
 
We have entered into an agreement with purchasers of our preferred stock that provides for certain rights relating to the registration of their shares of common stock issuable upon conversion of their preferred stock. These rights will continue following this offering and will terminate seven years following the completion of this offering, or for any particular holder with registration rights, at such time following this offering when all securities held by that stockholder subject to registration rights may be sold pursuant to Rule 144 under the Securities Act. All holders of our preferred stock are parties to this agreement. See “Description of Capital Stock — Registration Rights” for additional information.
 
Voting Agreement
 
Pursuant to a voting agreement originally entered into in July 2004 and most recently amended in November 2006 by and among us and certain of our stockholders, the following directors were each elected to serve as members on our board of directors and, as of the date of this prospectus, continue to so serve: Drs. Weber, Tollefson and Powell and Messrs. Dovey, Lacob, Bock and Turner. Pursuant to the voting agreement, Dr. Tollefson, as our president and chief executive officer, and Dr. Weber were initially selected to serve on our board of directors as representatives of our common stock, as designated by a majority of our common stockholders. Dr. Powell and Messrs. Dovey, Lacob, Bock and Turner were initially selected to serve on our board of directors as representatives of our preferred stock, as designated by Sofinnova Venture Partners VI, L.P., Domain Partners V, L.P., Scale Venture Partners II, LP and Montreux Equity Partners II SBIC, LP, respectively.
 
The voting agreement will terminate upon completion of this offering, and members previously elected to our board of directors pursuant to this agreement will continue to serve as directors until they resign, are removed or their successors are duly elected by holders of our common stock.
 
Stock Option Grants
 
Since January 1, 2006, we granted the following options to our executive officers:
 
  •      In May 2006, we granted to Mr. Cooper an option to purchase 525,888 shares of our common stock at an exercise price of $0.35 per share, vesting over 48 months from June 2006.
 
  •      In September 2006, we granted to Dr. Tollefson an option to purchase 400,000 shares of our common stock at an exercise price of $1.00 per share, vesting over 48 months from October 2006.


115