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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
Entire Document
 
Table of Contents

 
OREXIGEN THERAPEUTICS, INC.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS — (Continued)

Company in which the per share price is at least $12.16 (as may be adjusted), and the gross cash proceeds are at least $30 million.
 
The holders of Series C convertible Preferred Stock are entitled to receive liquidation preferences at the rate of $3.42 per share. Liquidation payments to the holders of Series C convertible Preferred Stock have priority and are made in preference to any payments to the holders of common stock.
 
Common Stock
 
During 2002 and 2003, and in connection with the founding of the Company, the Company issued 1,599,600 shares of common stock at $0.002 per share in exchange for cash and services. In addition, during 2003, in exchange for consulting services rendered to the Company, the Company issued two individuals a total of 442,624 shares of the Company’s common stock at $0.002 per share.
 
During May 2006, the Board of Directors approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized common shares by 3,000,000, resulting in the total number of authorized common shares of 38,000,000. In addition, during November 2006, the Board of Directors approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to 50,000,000.
 
Stock Options
 
During 2004, the Company adopted the 2004 Stock Plan (the “Plan”) under which, as amended, 1,659,275 shares of common stock are reserved for issuance to employees, directors and consultants of the Company at December 31, 2005. During May 2006, the Board of Directors approved an increase to the number of common shares available for issuance under the Plan by 1,500,000, resulting in the total number of shares available under the Plan of 3,159,275 at December 31, 2006. The Plan provides for the grant of incentive stock options, non-statutory stock options and rights to purchase restricted stock to eligible recipients. Recipients of incentive stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the Plan is ten years. The options generally vest over four years, and some are immediately exercisable. The following table summarizes stock option transactions for the Plan since inception:
 
             
    Number of
  Weighted Average
    Options   Exercise Price
 
Outstanding at December 31, 2002 and 2003
        $—
Granted
    223,624     0.10
             
Outstanding at December 31, 2004
    223,624     0.10
Granted
    1,260,683     0.10 — 0.60
Exercised
    (58,973 )   0.10
Cancelled
    (86,203 )   0.10
             
Outstanding at December 31, 2005
    1,339,131     0.52
Granted
    1,240,444     0.70 — 6.00
Exercised
    (45,000 )   0.10 — 0.60
Cancelled
    (237,513 )   0.60
             
Outstanding at December 31, 2006
    2,297,062     1.24
             


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