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SEC Filings

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

 
Item 15.   Recent Sales of Unregistered Securities
 
Since inception, we have issued and sold the following unregistered securities:
 
1. In September 2002, we issued and sold 650,000 shares of common stock to one of our co-founders for aggregate consideration of $1,300.
 
2. In June 2003, we issued and sold an aggregate of 476,500 shares of common stock to venture capital funds and one of our co-founders for aggregate consideration of $953.
 
3. In November and December 2003, we issued and sold an aggregate of 473,100 shares of common stock to employees for aggregate consideration of $946.20.
 
4. In December 2003, we issued 76,315 shares of common stock in connection with our license agreement with Oregon Health & Science University, and issued 442,624 shares of common stock to consultants.
 
5. In January 2004, we issued and sold an aggregate of 9,322,035 shares of Series A preferred stock to certain venture capital funds at a per share price of $1.18, for aggregate consideration of $11.0 million. Upon completion of this offering, these shares of Series A preferred stock will convert into 4,661,016 shares of our common stock.
 
6. In March 2004, we issued 442,624 shares of common stock in connection with our license agreement with Duke University.
 
7. In April and May 2005, we issued and sold an aggregate of 14,830,509 shares of Series B preferred stock to certain existing and new investors at a per share price of $2.36, for aggregate consideration of $35.0 million. Upon completion of this offering, these shares of Series B preferred stock will convert into 7,415,253 shares of our common stock.
 
8. In November 2006, we issued and sold an aggregate of 8,771,930 shares of Series C preferred stock to certain existing and new investors at a per share price of $3.42, for aggregate consideration of $30.0 million. Upon completion of this offering, these shares of Series C preferred stock will convert into 4,385,962 shares of our common stock.
 
9. Since our inception through March 31, 2007, we granted stock options to purchase 2,779,751 shares of our common stock at an exercise price ranging from $0.10 to $10.72 per share to a total of 22 persons including our employees, consultants and directors under our 2004 stock plan. Since our inception through December 31, 2006, we issued and sold an aggregate of 103,973 shares of our common stock to our employees, consultants and directors at prices ranging from $0.10 to $0.60 per share pursuant to exercises of options granted under our 2004 stock plan.
 
The issuance of securities described above in paragraphs (1) through (8) were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. The purchasers of the securities in these transactions represented that they were accredited investors or qualified institutional buyers and they were acquiring the securities for investment only and not with a view toward the public sale or distribution thereof. Such purchasers received written disclosures that the securities had not been registered under the Securities Act of 1933, as amended, and that any resale must be made pursuant to a registration statement or an available exemption from registration. All purchasers either received adequate financial statement or non-financial statement information about the registrant or had adequate access, through their relationship with the registrant, to financial statement or non-financial statement information about the registrant. The sale of these securities was made without general solicitation or advertising.


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