8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 24, 2015

VITAE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36617	04-3567753
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

502 West Office Center Drive Fort Washington, PA 19034	19034
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 461-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)On September 24, 2015, Charles W. Newhall, III, a director of Vitae Pharmaceuticals, Inc. (“Vitae” or the “Company”), notified the Company’s Board of Directors (the “Board”) that he was resigning from the Board, effective immediately, so that he may devote his full time efforts to his other commitments. The Company and the Board wish to thank Mr. Newhall for his dedication and service to the Company.

(d)On September 30, 2015, the Company announced that, based upon the recommendation of the Nominating/Corporate Governance Committee of the Board, the Board has elected Karen Bernstein, Ph.D., as a Class I director, with her initial term expiring at Vitae’s 2018 annual meeting of stockholders, effective immediately. Dr. Bernstein will serve on the Board’s Audit Committee, filling the vacancy created by Mr. Newhall’s resignation.  A copy of the press release announcing the election of Dr. Bernstein is attached as Exhibit 99.1 and incorporated herein by reference.

Pursuant to Vitae’s non-employee director compensation program, as a non-employee joining the Board, Dr. Bernstein was granted a non-statutory stock option to purchase 20,000 shares of Vitae’s common stock on September 30, 2015 with an exercise price equal to the closing stock price of Vitae’s common stock on The NASDAQ Global Market on September 30, 2015.  This option will vest ratably in quarterly installments over three years of service following the date of grant.  She will also receive an annual fee of $37,500 for service as a director.  In addition, she will be eligible to receive, upon the conclusion of each annual meeting of stockholder, a non-statutory stock option to purchase 10,000 shares of Vitae’s common stock on that date with an exercise price equal to the fair market value of Vitae’s common stock on the grant date. Such annual grant will vest in quarterly installments over one year of service following the grant date.  Vitae’s non-employee director compensation program is described in further detail in Vitae’s Proxy Statement for the its 2015 Annual Stockholder’ Meeting filed with Securities and Exchange Commission on April 15, 2015 pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Dr. Bernstein and the Company will also enter into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director.  The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers.  This form is attached hereto as Exhibit 99.2.

There is no arrangement or understanding between Dr. Bernstein and any other person pursuant to which Dr. Bernstein was appointed as a director.  The Board has determined that Dr. Bernstein is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Vitae Pharmaceuticals, Inc. Press Release, dated September 30, 2015.
99.2	Form of Indemnification Agreement between Vitae Pharmaceuticals, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Vitae Pharmaceuticals, Inc. ‘s Registration Statement on Form S-1 (SEC File No. 333-198090) filed with the SEC on August 12, 2014).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VITAE PHARMACEUTICALS, INC.
Date: September 30, 2015	By:	/s/ Jeffrey S. Hatfield
		Jeffrey S. Hatfield
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Vitae Pharmaceuticals Appoints Dr. Karen Bernstein to Board of Directors

Charles W. Newhall, III steps down from board

FORT WASHINGTON, PA, September 30, 2015 — Vitae Pharmaceuticals, Inc. (NASDAQ:VTAE), a clinical-stage biotechnology company, today announced the appointment of Karen Bernstein, Ph.D., to its board of directors, effective immediately. Dr. Bernstein is best known for co-founding and shaping BioCentury Publications Inc. into one of the biotechnology sector’s most highly regarded sources of global industry intelligence. Dr. Bernstein stepped down from her role as Editor-in-Chief in August, but continues to serve as BioCentury’s Chairman.

“Karen’s vast professional network, industry insight, and strategic perspective will be of great value to the Vitae team as we continue to advance our wholly owned product candidates through the clinic,” said Don Hayden, Chairman of Vitae’s board of directors.

Dr. Bernstein co-founded BioCentury in 1992. During her tenure as Chairman and Editor-in-Chief, she was instrumental in growing the company into a key source of independent intelligence and analysis for a global biopharmaceutical audience.

“Vitae’s first-in-class RORyt inhibitor is a fascinating oral target in the dynamic field of immunology,” said Dr. Bernstein. “The Company’s clinical pipeline of novel drug candidates has the potential to vastly improve the quality of life for patients afflicted with serious autoimmune disorders and inflammatory skin conditions. I look forward to working closely with Vitae’s management team.”

In addition to joining Vitae’s board of directors, Dr. Bernstein is also on the board of Ovid Therapeutics. She currently serves as a trustee of the Keck Graduate Institute of the Applied Life Sciences and is a member of the Keck Graduate Institute School of Pharmacy’s board of advisors. Dr. Bernstein earned a Ph.D. in political science from Stanford University and a B.A. in politics and history from Brandeis University.

Additionally, Vitae announced that Charles W. Newhall, III has stepped down from his role on the Company’s board of directors.

“I would like to thank Chuck for the insights, guidance and support he provided throughout his long-standing tenure on Vitae’s board,” added Mr. Hayden.

Vitae Pharmaceuticals, Inc.	Tel: (215) 461-2000
502 West Office Center Drive	Fax: (215) 461-2006
Fort Washington, PA 19034	www.vitaepharma.com

About Vitae Pharmaceuticals

Vitae Pharmaceuticals is a clinical-stage biotechnology company focused on discovering and developing first-in-class, small molecule drugs for difficult-to-drug disease targets that can potentially address significant unmet medical needs, including programs in autoimmune disorders, atopic dermatitis, Alzheimer’s disease and diabetes. This robust and growing portfolio of novel product candidates is generated internally by Contour®, Vitae’s proprietary structure-based drug discovery platform.

For additional information, please visit the company’s website at www.vitaepharma.com.

About BioCentury

Founded in 1992 by Karen Bernstein and David Flores, BioCentury is one of the benchmark sources of biopharma industry intelligence for a global audience of biotech and pharmaceutical executives, investors, regulators, and public policy influencers, with the goal of delivering the essential clinical, regulatory, and finance news shaping the biotechnology and pharmaceutical industries.

For additional information, please visit the company’s website at www.biocentury.com.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended including statements regarding the clinical development of VTP-43742. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan,” “impending” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward- looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties. Vitae is at an early stage of development and may not ever have any products that generate significant revenue. Important factors that could cause actual results to differ materially from those reflected in Vitae’s forward-looking statements include, among others, the timing and success of preclinical studies and clinical trials conducted by Vitae and its collaborative partners; the ability to obtain and maintain regulatory approval of Vitae’s product candidates, and the labeling for any approved products; the scope, progress, expansion, and costs of developing and commercializing Vitae’s product candidates; the size and growth of the potential markets for Vitae’s product candidates and the ability to serve those markets; Vitae’s expectations regarding Vitae’s expenses and revenue, the sufficiency of Vitae’s cash resources and needs for additional financing; Vitae’s ability to attract or retain key personnel; and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vitae’s Annual Report on Form 10-K for the year ended December 31, 2014 and Vitae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 which have been filed with the Securities and Exchange Commission (SEC). In addition to the risks described above and in Vitae’s other filings with the

SEC, other unknown or unpredictable factors also could affect Vitae’s results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Vitae undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

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INVESTORS:

Vitae Pharmaceuticals, Inc.

Richard S. Morris, CPA

Chief Financial Officer

(215) 461-2000

rmorris@vitaerx.com

Westwicke Partners

John Woolford

(443) 213-0506

john.woolford@westwicke.com

MEDIA:
6 Degrees PR

Tony Plohoros
(908) 591-2839

tplohoros@6degreespr.com