0001192482-12-000240.txt : 20121025
0001192482-12-000240.hdr.sgml : 20121025
20121025165059
ACCESSION NUMBER: 0001192482-12-000240
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121023
FILED AS OF DATE: 20121025
DATE AS OF CHANGE: 20121025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NUPATHE INC.
CENTRAL INDEX KEY: 0001375200
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 227 WASHINGTON STREET
STREET 2: SUITE 200
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
BUSINESS PHONE: 484-567-0130
MAIL ADDRESS:
STREET 1: 227 WASHINGTON STREET
STREET 2: SUITE 200
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
FORMER COMPANY:
FORMER CONFORMED NAME: NUPATHE INC
DATE OF NAME CHANGE: 20060911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Quaker BioVentures II LP
CENTRAL INDEX KEY: 0001497725
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34836
FILM NUMBER: 121162057
BUSINESS ADDRESS:
STREET 1: QUAKER BIOVENTURES
STREET 2: 2929 ARCH STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19104
BUSINESS PHONE: (215) 988-6800
MAIL ADDRESS:
STREET 1: QUAKER BIOVENTURES
STREET 2: 2929 ARCH STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19104
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2012-10-23
0001375200
NUPATHE INC.
PATH
0001497725
Quaker BioVentures II LP
C/O QUAKER BIOVENTURES CAPITAL II, L.P.
2929 ARCH STREET
PHILADELPHIA
PA
19104
0
0
1
0
Series A Preferred Stock
2012-10-23
4
P
0
2500
A
2012-10-23
Common Stock
2500000
2500
D
Warrant (right to buy)
2012-10-23
4
P
0
2500000
A
2013-04-23
2017-10-23
Common Stock
2500000
2500000
D
Each 1/1000 of a share of Series A Prefererd Stock is convertible into such number of shares of Common Stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price is initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share dividend by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer has elected to pay the dividend amount on each upon conversion. The conversion price of the Series A Preferred Stock is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the conversion price then in effect, the conversion price shall be reduced to the effective price per share for such additional shares of Common Stock.
The shares of Series A Preferred Stock are convertible at any time at the option of the holder and will automatically convert into Common Stock upon (i) the consent of the holders of a majority of the shares of the Series A Preferred Stock, (ii) the conversion of the majority of shares of the Series A Preferred Stock, or (iii) the second to occur of (A) FDA approval of the Issuer's NP101 product candidate and (B) consummation of a financing, licensing, partnership or other corporate collaboration resulting in gross proceeds to the Issuer of at least $22 million.
The purchase price of each Unit (consisting of 1/1000 of a share of Series A Preferred Stock and one Warrant to acquire one share of Common Stock) was $2.00.
The exercise price of the Warrants is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the exercise price then in effect, the exercise price shall be reduced to the effective price per share for such additional shares of Common Stock. The full ratchet antidilution feature of the Warrants will terminate concurrently with the automatic conversion of the Series A Preferred Stock.
Quaker BioVentures II, L.P., By: Quaker BioVentures Capital II, L.P., its general partner, By: Quaker BioVentures Capital II, LLC, its general partner, By: /s/ Richard S. Kollender, Vice President
2012-10-25