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