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):  March 23, 2016

VITAE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

502 West Office Center Drive
Fort Washington, PA 19034
(Address of Principal Executive Offices) 19034
(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 7.01. REGULATION FD DISCLOSURE.

On March 23, 2016, Vitae Pharmaceuticals, Inc. (“Vitae”) announced that Vitae currently anticipates that the net proceeds from the proposed public offering of its common stock, together with its existing cash resources will be sufficient to fund its currently anticipated operating expenses and capital expenditure requirements into the second half of 2018, which is expected to be approximately 12 months after its currently planned announcement of top line data from the 16 week Phase 2b clinical trial for VTP-43742 in psoriasis patients. Vitae will require substantial future capital in order to complete the remaining clinical development of VTP-43742, VTP-38543, VTP-36951 and its future product candidates and to potentially commercialize these products. The amounts and timing of its actual expenditures may vary significantly depending on numerous factors, including the progress of its development, feedback from regulatory authorities, the status of and results from clinical trials, as well as any collaborations that Vitae may enter into with third parties for its drug candidates, and any unforeseen cash needs.  Accordingly, Vitae’s management will have broad discretion in using the net proceeds from this offering.

The information included in this Current Report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 8.01. OTHER EVENTS

On March 23, 2016, Vitae issued a press release announcing that it intended to make a public offering of its common stock.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Vitae Pharmaceuticals, Inc., dated March 23, 2016.

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SIGNATURES

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:  March 23, 2016	By:	/s/ Jeffrey S. Hatfield
		Jeffrey S. Hatfield
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Vitae Pharmaceuticals Proposes Public Offering of Common Stock

FORT WASHINGTON, PA, March 23, 2016 — Vitae Pharmaceuticals, Inc. (NASDAQ: VTAE) (Vitae), a clinical-stage biotechnology company, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. All of the shares in the offering are to be sold by Vitae, with net proceeds to be used to advance the clinical development of Vitae’s RORγt program, including, among other items, the completion of a 16-week Phase 2b clinical trial of VTP-43742 in psoriasis patients, to advance the clinical development of Vitae’s LXRβ program, including, among other items, the completion of the ongoing Phase 2a proof-of-concept clinical trial of VTP-38543 in atopic dermatitis patients and the remainder to fund working capital and for other general corporate purposes.

Piper Jaffray & Co. and BMO Capital Markets Corp. are acting as joint book-running managers for the offering.

A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on November 5, 2015. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s web site at www.sec.gov. When available, copies of the preliminary prospectus supplement relating to these securities may also be obtained by sending a request to: Piper Jaffray & Co. Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota, 55402, or by telephone at (800) 747-3924, or by emailing prospectus@pjc.com; or to BMO Capital Markets Corp. by telephone at (800) 414-3627 or by emailing bmoprospectus@bmo.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Vitae Pharmaceuticals

Vitae Pharmaceuticals is a clinical-stage biotechnology company developing first-in-class product candidates with potential to transform the treatment paradigm for patients with significant unmet medical needs. Initial indications being pursued include psoriasis, other autoimmune disorders, and atopic dermatitis. Vitae’s lead clinical assets include VTP-43742, an oral RORgt inhibitor currently being studied in patients with moderate to severe psoriasis, and VTP-38543, an LXRβ selective agonist being studied in patients with mild to moderate atopic dermatitis.

Vitae Pharmaceuticals, Inc.	Tel: (215) 461-2000
502 West Office Center Drive	Fax: (215) 461-2006
Fort Washington, PA 19034	www.vitaepharma.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 but not limited to statements regarding Vitae’s plans to consummate its proposed public offering and the use of proceeds therefrom. These forward-looking statements are subject to a number of risks, including , whether or not Vitae will be able to raise capital, the final terms of the proposed offering, market and other conditions, the satisfaction of customary closing conditions related to the proposed public offering and the risk factors set forth from time to time in Vitae’s SEC filings, including but not limited to the risks 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, 2015, which is on file with the SEC and available on the SEC’s website at www.sec.gov.

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