As filed with the Securities and Exchange Commission on July 16, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RECEPTOS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
26-4190792
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification Number)
|
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Faheem Hasnain
Chief Executive Officer
Receptos, Inc.
10835 Road
to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
|
|
|
|
|
Mike Hird, Esq.
Patty M. DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, CA 92130
(619)
234-5000
|
|
Christian Waage, Esq.
Senior Vice President and General Counsel
Receptos, Inc.
10835 Road
to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
|
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
¨
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
Non-accelerated filer
|
|
x
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities To Be Registered
|
|
Amount to be
Registered
|
|
Proposed Maximum
Offering Price Per Unit
|
|
Proposed Maximum
Aggregate Offering Price
|
|
Amount of
Registration Fee
|
|
Common Stock, $0.001 par value
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Preferred Stock, $0.001 par value
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Debt Securities
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Depositary Shares
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Warrants
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Rights
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
Total
|
|
(1)(2)
|
|
(1)(2)
|
|
(1)(2)
|
|
(3)
|
|
|
|
|
|
(1)
|
Omitted pursuant to Form S-3 General Instruction II(E).
|
|
(2)
|
An indeterminate number of shares or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of
securities registered hereunder, to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), the shares of common stock and preferred stock being registered hereunder include such indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions. There are being registered
hereunder an indeterminate number of depositary shares to be evidenced by depositary receipts issued pursuant to a deposit agreement. If the Registrant elects to offer to the public fractional interests in shares of preferred stock registered
hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and the shares of preferred stock will be issued to the depositary under the deposit agreement. Securities registered hereunder may be sold
separately, together or as units with other securities registered hereunder.
|
|
(3)
|
Payment of all applicable registration fees is being deferred in reliance upon Rule 456(b) and Rule 457(r) under the Securities Act.
|
PROSPECTUS
Common Stock
Preferred Stock
Debt
Securities
Depositary Shares
Warrants
Rights
We may, from time to time, offer and sell shares of common stock, preferred stock (either separately or represented by depositary shares),
debt securities, warrants or rights, either separately or in units, in one or more offerings. The debt securities, preferred stock and warrants may be convertible into or exercisable or exchangeable for common or preferred stock or debt securities.
The rights may be exercisable for common or preferred stock. We may offer these securities in amounts, at prices and on terms determined at the time of offering. We will specify in a prospectus supplement more specific information about any such
offering.
This prospectus may not be used to sell any of these securities unless accompanied by a prospectus supplement.
We may offer these securities independently or together in any combination for sale directly to investors or through underwriters, dealers or
agents. We will set forth the names of underwriters, dealers or agents and their compensation, if any, in the applicable prospectus supplement. In addition, selling securityholders to be named in a prospectus supplement may offer to sell our
securities from time to time in one or more offerings. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement.
Our common stock is listed on The NASDAQ Global Market under the symbol “RCPT.” On July 15, 2014, the last reported sale price
of our common stock on The NASDAQ Global Market was $36.67 per share.
Investing in our securities involves risks. See the section
entitled “
Risk Factors
” beginning on page 7 of this prospectus and any other risk factors included in any applicable prospectus supplement and in the documents we incorporate by reference in this prospectus or
any applicable prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase any of our securities.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 16, 2014.
TABLE OF CONTENTS
You should rely only on the information incorporated by reference or provided in this prospectus, any prospectus supplement, any applicable
free writing prospectus and the registration statement. We have not authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and
any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy our securities other than our securities described in such accompanying prospectus supplement or an offer to sell or the solicitation of
an offer to buy our securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information in this prospectus, any prospectus supplement, any applicable free writing prospectus or the documents
incorporated by reference, is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
i
ABOUT THIS PROSPECTUS
This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission
(SEC), as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (Securities Act). Under this shelf registration process, we or a selling securityholder may, from time to time, offer and sell any
combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general
description of the securities we or a selling securityholder may offer. Each time we or a selling securityholder sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the
offered securities. Any prospectus supplement, or information incorporated by reference in this prospectus or any prospectus supplement that is of a more recent date, may also add, update or change information contained in this prospectus. Any
statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters
discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, any prospectus supplement and any applicable free writing prospectus, together with additional information described under the headings
“Where You Can Find More Information” and “Incorporation by Reference,” before making your investment decision.
Unless the context otherwise requires, references in this prospectus and the accompanying prospectus supplement to “Receptos,”
“the Company,” “we,” “us” and “our” refer to Receptos, Inc. and its subsidiaries on a consolidated basis. This prospectus and the accompanying prospectus supplement also contain trademarks and trade names that
are the property of their respective owners.
1
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated hereby by reference include forward-looking statements. All statements other than statements
of historical facts, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are
forward-looking
statements. The
words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” or the negative version of these words and similar
expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition,
results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. We may discuss many of these risks,
uncertainties assumptions in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks, uncertainties and assumptions that could affect our results or the
achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus, specifically our most recent Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely
from those anticipated or implied in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
|
|
•
|
|
the initiation, cost, timing, progress and results of our research and development activities, including preclinical and clinical studies;
|
|
|
•
|
|
our ability to obtain and maintain regulatory approval of RPC1063, RPC4046 and any of our other future product candidates, and any related restrictions, limitations, and/or warnings in the label of an approved product
candidate;
|
|
|
•
|
|
our ability to obtain funding for our operations;
|
|
|
•
|
|
our plans to research, develop and commercialize our product candidates;
|
|
|
•
|
|
our ability to enter into collaboration agreements to pursue the development, regulatory approval and commercialization of our product candidates;
|
|
|
•
|
|
our collaboration partners’ election to pursue development and commercialization;
|
|
|
•
|
|
our ability, and the ability of our in-licensors, to obtain and maintain intellectual property protection for our product candidates;
|
|
|
•
|
|
the size and growth potential of the markets for our product candidates, and our ability to serve those markets;
|
|
|
•
|
|
our ability to successfully commercialize our product candidates, if approved;
|
|
|
•
|
|
the rate and degree of market acceptance of our product candidates, if approved;
|
|
|
•
|
|
our ability to develop sales and marketing capabilities, whether alone or with potential collaborators, to commercialize our product candidates, if approved;
|
|
|
•
|
|
regulatory developments in the US and foreign countries;
|
|
|
•
|
|
the performance of third parties in connection with the development of our product candidates, including third parties conducting our clinical trials as well as
third-party
suppliers and manufacturers;
|
|
|
•
|
|
the development, regulatory approval and commercial success of competing therapies;
|
|
|
•
|
|
our ability to retain key scientific or management personnel;
|
2
|
|
•
|
|
our expectations regarding the time during which we will be an emerging growth company under the JOBS Act;
|
|
|
•
|
|
our use of cash and other resources, including the net proceeds from any offering; and
|
|
|
•
|
|
the accuracy of our estimates regarding expenses, future revenues, capital requirements and need for additional financing.
|
Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance or achievements. Any
forward-looking
statement made by us in this prospectus or any prospectus supplement speaks only as of the date on which it is made. We
disclaim any duty to update any of these forward-looking statements after the date of this prospectus or any prospectus supplement to confirm these statements to actual results or revised expectations.
3
ABOUT RECEPTOS
We are a biopharmaceutical company focused on discovering, developing and commercializing innovative therapeutics for immune disorders. Our
product candidates span three distinct specialty disease areas. Our lead asset, RPC1063, is being developed as an oral therapy for the treatment of Relapsing Multiple Sclerosis (RMS) and Inflammatory Bowel Disease (IBD). Our second asset, RPC4046,
is being developed for the treatment of an allergic/immune-mediated disorder, Eosinophilic Esophagitis (EoE), which is an Orphan Disease. Our strategy is to develop best-in-class (by mechanism of action) drug candidates and selectively pursue
first-in-class (based on projected timing of approval) market positions. The mechanism of action for each of our product candidates has been validated in one or more immunology indications. RPC1063 was selected for pharmaceutic properties with
potential to demonstrate best-in-class differentiation in RMS. In IBD and EoE, our product candidates RPC1063 and RPC4046, respectively, have the potential to be the first in their respective classes to be approved.
RPC1063 is currently being tested in an accelerated design, randomized Phase 2/3 study called RADIANCE for the treatment of RMS. On
June 9, 2014, we announced that the Phase 2 portion of RADIANCE met its primary endpoint of reduction in the cumulative number of total gadolinium enhancing (GdE) lesions (or areas of injury or disease in the brain highlighted by a contrast
medium) as determined by magnetic resonance imaging (MRI) from week 12 to week 24 of study treatment. The Phase 2 portion of RADIANCE was a randomized, double-blind study assessing the efficacy, safety and tolerability of two orally administered
doses (0.5mg and 1.0mg) of RPC1063 against placebo in 258 patients with RMS across 77 sites in 13 countries. Patients on RPC1063 experienced a statistically significant reduction in GdE lesions of 86% at both the 0.5mg and 1.0mg doses compared to
patients on placebo, with p-values of less than 0.0001 for each dose group compared to placebo. Results from the Phase 2 portion of RADIANCE relative to secondary endpoints measuring effects on other MRI parameters were also positive and
statistically significant, with p values of less than 0.0001 for each dose group compared to placebo. Although the Phase 2 portion of RADIANCE was not powered to detect a statistically significant difference between RPC1063 treatment arms and
placebo on annualized relapse rate (ARR), there was a favorable trend for both RPC1063 dose groups. We believe that safety and tolerability data from the Phase 2 portion of RADIANCE provide support for a differentiated, potential best-in-class
profile, including (i) an overall adverse event profile which appeared relatively similar between the RPC1063 dose groups and placebo with no concerning safety signals for patients receiving RPC1063; (ii) first dose changes in heart rate
in patients receiving RPC1063 that were generally modest (maximum mean reduction of less than two beats per minute compared to baseline) with no patients dropping below 45 beats per minute during the first six hours after administration, which is
consistent with the findings of our earlier Phase 1 thorough QT/QTc (TQT) study; and (iii) rates of liver transaminase elevations observed in patients receiving RPC1063 that were low relative to agents with similar mechanisms of action on the
market or in clinical development, and supportive of a favorable hepatic safety profile.
We initiated the Phase 3 portion of RADIANCE in
December 2013 and continue to enroll patients. Our accelerated Phase 2/3 design for RADIANCE allowed us to eliminate a potentially lengthy period of time between completing enrollment for the Phase 2 portion and initiating enrollment for
the Phase 3 portion. The Phase 3 portion of RADIANCE, which is targeted to enroll up to 1,200 patients, is a randomized,
double-blind,
double-dummy
comparison of
RPC1063 to an active control in patients with RMS. Patients are receiving one of two oral daily doses of RPC1063 (0.5 mg or 1.0 mg) or a weekly injection of interferon beta-1a (Avonex
®
30
µg), and the primary objective is to assess whether RPC1063 is superior to Avonex
®
in reducing ARR at the end of month 24 of treatment in patients with RMS. We have obtained Special
Protocol Assessment (SPA) agreement from the US Food and Drug Administration (FDA) on our clinical trial design for the Phase 3 portion of RADIANCE as well as a second planned RMS Phase 3 study.
RPC1063 is also being tested in a randomized Phase 2 study called TOUCHSTONE for the treatment of Ulcerative Colitis (UC), a
gastrointestinal (GI) disease affecting a well-defined subset of IBD patients. The primary objective of the trial is to demonstrate superior clinical efficacy of RPC1063 compared to placebo for the induction of clinical remission in patients with
moderately to severely active UC after eight weeks of treatment.
4
The completion of enrollment is expected in July 2014, and top-line results relating to the proportion of patients in clinical remission at week eight are anticipated in the fourth quarter of
2014. Top-line results with respect to a comparison of the efficacy of RPC1063 versus placebo at weeks eight and 32 of treatment (as measured by clinical response, clinical remission and mucosal healing) as well as a comparison of the overall safety
and tolerability of RPC1063 versus placebo for the duration of TOUCHSTONE, which are secondary objectives for the trial, are expected in the second half of 2015. The FDA has indicated that if the results of the study are statistically and clinically
persuasive, TOUCHSTONE could be considered as a Phase3 study for RPC1063 in UC and the balance of our registration program could be supported by a single additional Phase 3 induction of clinical remission efficacy study accompanied by a
Phase 3 maintenance of clinical remission study. However, we have not requested an SPA with respect to TOUCHSTONE, and the FDA could change its view even if the study achieves statistically and clinically persuasive results.
RPC1063 impacts the immune system by modulating an important G protein-coupled receptor (GPCR) known as the sphingosine 1-phosphate 1 receptor
(S1P1R), a member of the sphingosine 1-phosphate receptor (S1PR) family of receptors. GPCRs are membrane protein receptors involved in a broad range of biological processes and diseases. S1P1R modulation causes selective and reversible
retention, or sequestration, of circulating white blood cells (lymphocytes) in peripheral lymphoid tissue (such as the lymph nodes) and in the thymus. The sequestration of lymphocytes is achieved by modulating cell migration patterns (known as
“lymphocyte trafficking”), specifically preventing self-targeting, or autoreactive, lymphocyte migration to areas of disease inflammation, which is a major contributor to autoimmune disease.
The first oral immune-targeting agent approved for RMS was Novartis’ Gilenya
®
(fingolimod), a non-selective S1PR modulator launched in 2010. Achieving worldwide sales of approximately $1.9 billion in 2013, the success of Gilenya
®
highlights the unmet need in the
RMS market for efficacious, orally administered therapies. RPC1063 was discovered by our scientific founders and advanced by members of our management team for development based on key pharmaceutic properties that have the potential for clinically
meaningful improved safety features as compared to those of Gilenya
®
.
In
addition to RMS, we believe that S1P1R modulation of lymphocyte trafficking may have utility in other immune disorders. An increasing body of both preclinical and clinical evidence provides a strong rationale for this mechanistic approach in IBD,
and lymphocyte trafficking agents have been shown to be effective in IBD treatment. For example, Tysabri
®
has been approved by the FDA for the treatment of Crohn’s Disease (CD), one form
of IBD. In addition, in May 2014, Entyvio™ (vedolizumab), which inhibits trafficking of lymphocyte populations similar to those targeted by S1P1R modulators, was approved by the FDA for the treatment of moderately to severely active UC and CD.
Given the lack of disease-modifying oral therapeutics in late-stage development for IBD, we believe RPC1063 could potentially represent the best orally administered therapy for IBD and effect a paradigm shift in IBD treatment similar to the impact
on RMS treatment dynamics caused by the market entry of Gilenya
®
.
Our second
asset, RPC4046 for the treatment of EoE, builds upon our core competencies in immunology and GI diseases. In-licensed from AbbVie Bahamas Ltd. and AbbVie Inc., RPC4046 is a monoclonal antibody directed against the
interleukin-13 (IL-13) target, which has been validated in Asthma, a predominantly allergic/immune-mediated disorder. EoE is an Orphan-designated GI disease of high unmet need with no current FDA-approved therapy. As part of our development
program for RPC4046 in EoE, we held a pre-Investigational New Drug application (IND) meeting with the FDA in the fourth quarter of 2013 in which the FDA was in general agreement with the design of our Phase 2 study and nonclinical program. We
submitted a new IND in the first quarter of 2014 and plan to begin enrollment of a randomized Phase 2 trial in the second half of 2014. If the trial is initiated as planned, we anticipate that top-line results from the Phase 2 trial would be
available in the first half of 2016.
We utilize our proprietary GPCR structure-based drug design technology platform in discovery
research to identify potential best-in-class product candidates directed to high-value GPCR targets. Structure-based drug design is a technique by which the three-dimensional structure of a protein receptor is identified and utilized in
5
drug discovery research to design potential drug candidates to the specific requirements of the receptor. Our technology platform augments our expertise in GPCR biology. Our research
includes a preclinical program developing oral, small molecule, positive allosteric modulators (PAMs) of the glucagon-like peptide-1 receptor (GLP-1R) for the treatment of Type 2 Diabetes. Allosteric modulators bind the protein receptor at a
site distinct from the receptor’s natural binding partner (ligand), and positive allosteric modulators of the GLP-1R enhance the activity between the GLP-1R and its natural binding partner. We plan to conduct IND-enabling studies for this
program in 2014. We have previously entered into several collaborative, cash-flow positive arrangements to leverage our proprietary GPCR structure-based drug design technology platform, including one ongoing technology transfer program.
We retain full development and commercial rights to RPC1063. We may seek a development and commercial partner for RPC1063 to offset risk and
preserve capital, although we intend to retain key development and commercialization rights. We believe retaining this strategic flexibility will help us to maximize stockholder value. If we are successful in developing RPC1063 and/or RPC4046, we
may elect to build a targeted specialty sales force.
We were incorporated in the State of Delaware in 2008 under the name “Receptor
Pharmaceuticals, Inc.” and changed our name to Receptos, Inc. in 2009. Our principal executive offices are located at 10835 Road to the Cure, Suite 205, San Diego, California 92121, and our telephone number is:
(858) 652-5700. Our website address is www.receptos.com. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider any information on, or accessible through, our website as
part of this prospectus.
6
RISK FACTORS
Investing in our securities involves risk. Please see the risk factors under the heading “Risk Factors” in our most recent Annual
Report on Form 10-K, as revised or supplemented by any Quarterly Reports on
Form 10-Q
or Current Reports on Form 8-K filed with the SEC since the filing of our most recent Annual Report on Form 10-K, all
of which are incorporated by reference into this prospectus. The prospectus supplement relating to a particular offering may contain a discussion of risks applicable to an investment in the securities offered. Prior to making a decision about
investing in our securities, you should carefully consider any specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement together with all of the other information contained in the prospectus
supplement or appearing or incorporated by reference in this prospectus or the prospectus supplement. These risks could materially and adversely affect our business, financial condition or operating results and could result in a partial or complete
loss of your investment. Furthermore, additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also affect our operations.
USE OF PROCEEDS
Unless we state otherwise in the accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities offered
by this prospectus for general corporate purposes. General corporate purposes may include additions to working capital, financing of capital expenditures, repayment or redemption of existing indebtedness, and future acquisitions and strategic
investment opportunities. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds. Additional information on the use of net
proceeds from any sale of securities offered under this prospectus may be set forth in the prospectus supplement relating to a specific offering. Pending the application of net proceeds, we expect to invest the net proceeds in investment grade,
interest-bearing securities. We will not receive any proceeds from sales by selling securityholders.
DILUTION
If there is a material dilution of the purchasers’ equity interest from the sale of common stock offered under this prospectus,
we will set forth in a prospectus supplement related to such offering the following information regarding any such material dilution of the equity interests of purchasers purchasing common stock in an offering under this prospectus:
|
|
•
|
|
the net tangible book value per share of our common stock before and after the offering;
|
|
|
•
|
|
the amount of the increase in such net tangible book value per share attributable to the cash payments made by the purchasers in the offering; and
|
|
|
•
|
|
the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
|
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preference
security dividends for each of the periods presented. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in this prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
Three months ended
March 31, 2014
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
|
Ratio of earnings to fixed charges
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Ratio of earnings to combined fixed charges and preference security dividends
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
7
We did not record earnings for the periods indicated in the table above. Accordingly, our
earnings were insufficient to cover fixed charges and preference security dividends for such periods and we are unable to disclose a ratio of earnings to fixed charges or a ratio of earnings to combined fixed charges and preference security
dividends for such periods. Our earnings were insufficient to cover fixed charges by $6.1 million, $17.7 million and $48.3 million for the years ended December 31, 2011, 2012 and 2013, respectively, and by $21.5 million for the three
months ended March 31, 2014. All shares of Series A convertible preferred stock and Series B convertible preferred stock that existed prior to our initial public offering in May 2013 were converted into shares of common stock in connection with
our initial public offering. As of the date hereof, no shares of preferred stock are outstanding.
8
DESCRIPTION OF SECURITIES WE MAY OFFER
This prospectus contains summary descriptions of the securities we or any selling securityholder may offer from time to time. These summary
descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
General
The following is a summary of
the rights of our common stock and preferred stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws. For more detailed information, please see our amended and restated certificate of
incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.
Our authorized capital stock consists of 210,000,000 shares, with a par value of $0.001 per share, of which:
|
|
•
|
|
200,000,000 shares are designated as common stock; and
|
|
|
•
|
|
10,000,000 shares are designated as preferred stock.
|
As of June 30, 2014, we had
outstanding 27,275,996 shares of common stock held of record by approximately 70 stockholders, and no shares of preferred stock outstanding. In addition, as of June 30, 2014, 1,975,673 shares of our common stock were subject to outstanding
options and an additional 7,445 shares of common stock were subject to outstanding restricted stock units. As of the date hereof, there are no outstanding warrants to purchase common stock.
Common Stock
Pursuant to our amended and
restated certificate of incorporation, the holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. This amended and restated certificate of incorporation does not provide for cumulative voting
in the election of directors. Subject to the rights, if any, of the holders of any outstanding series of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of
directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon our liquidation, dissolution or winding-up, subject to the rights, if any, of the holders
of our preferred stock, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the
future.
Preferred Stock
The board
of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series without stockholder approval. Each such series
of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as is determined by the board of directors, which may include, among others, dividend rights,
voting rights, liquidation preferences, conversion rights and preemptive rights.
Third Amended and Restated Investors’ Rights Agreement
Holders of certain shares of our common stock that were issued upon the conversion of our Series A convertible preferred stock and our
Series B convertible preferred stock in connection with our initial public
9
offering in May 2013, or other shares of common stock held by the holders or their transferees, are entitled to the rights described below with respect to registration of the resale of such
shares under the Securities Act pursuant to the third amended and restated investors’ rights agreement by and among us and certain of our stockholders dated February 3, 2012.
Registration of shares of common stock in response to the exercise of the following rights would result in the holders being able to trade
these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We generally must pay all expenses, other than underwriting discounts and commissions, related to any registration effected
pursuant to the exercise of these registration rights.
The registration rights terminate upon the earlier of the fifth anniversary of our
initial public offering (which occurred in May 2013), the occurrence of a deemed liquidation event, or with respect to the registration rights of an individual holder, when such holder can sell all of such holder’s registrable securities in any
90-day period without registration, in compliance with Rule 144 of the Securities Act.
Demand registration rights
—If the
holders of not less than 60% of the outstanding registrable securities request in writing that we file a Form S-1 registration statement with respect to the registrable securities then outstanding, we may be required to register their
shares, subject to certain exceptions. We are only obligated to effect two such registrations in response to these demand registration rights of the holders of registrable securities. Depending on certain conditions, however, we may defer such
registration for up to 45 days. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons.
Piggyback registration rights
—If at any time we propose to register any shares of our common stock under the Securities Act,
subject to certain exceptions, the holders of registrable securities will be entitled to notice of the registration and to include their share of registrable securities in the registration. The underwriters of any underwritten offering have the
right to limit the number of shares registered by these holders for marketing reasons, subject to certain limitations.
Form S-3 registration rights
—The holders of outstanding registrable securities may request in writing that we effect a
registration on Form S-3 under the Securities Act when the proposed aggregate offering price of the shares to be registered by the holders requesting registration is at least $2,000,000, subject to certain exceptions. We are only obligated to
effect two such registrations in any 12-month period in response to these Form S-3 registration rights.
Anti-Takeover Effects of Delaware
Law and Our Amended and Restated Certificate of Incorporation and Bylaws
Certain provisions of Delaware law, our amended and restated
certificate of incorporation and our amended and restated bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage
certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the
benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-current market value of
our common stock, because, among other reasons, the negotiation of such proposals could result in an improvement of their terms.
Certificate of Incorporation and Bylaws
—Our amended and restated certificate of incorporation and amended and restated bylaws
include provisions that:
|
|
•
|
|
divide our board of directors into three classes, each serving staggered, three-year terms;
|
10
|
|
•
|
|
authorize the board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;
|
|
|
•
|
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
|
|
•
|
|
specify that special meetings of our stockholders can be called only by the board of directors, the chairman of the board, or the chief executive officer;
|
|
|
•
|
|
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to the board of directors;
|
|
|
•
|
|
provide that directors may be removed only for cause;
|
|
|
•
|
|
establish the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain derivative actions or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty, any
action asserting a claim against us arising pursuant to the Delaware General Corporation Law (DGCL), or any action asserting a claim governed by the internal affairs doctrine;
|
|
|
•
|
|
require the affirmative vote of holders of at least 66
2
/
3
% of the total votes eligible to be cast in the
election of directors to amend, alter, change or repeal our bylaws; and
|
|
|
•
|
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.
|
Delaware anti-takeover statute
—We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In
general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an
interested stockholder unless:
|
|
•
|
|
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
|
|
•
|
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and
(ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
|
•
|
|
at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66
2
/
3
% of the outstanding voting stock which is not owned by the interested stockholder.
|
Generally, (i) a “business combination” includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the “interested stockholder,” and (ii) an “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of
interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in
advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.
The provisions of the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of
discouraging others from attempting hostile takeovers and, as a
11
consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also
have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15
th
Avenue, Brooklyn, New York 11219.
Listing
Our common stock is listed on
The NASDAQ Global Market under the symbol “RCPT.”
DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms of the debt securities. We will file a prospectus supplement that may contain additional terms
when we issue debt securities. The terms presented here, together with the terms in a related prospectus supplement, will be a description of the material terms of the debt securities. You should also read the indenture under which the debt
securities are to be issued. We have filed a form of indenture governing different types of debt securities with the SEC as an exhibit to the registration statement of which this prospectus is a part. All capitalized terms have the meanings
specified in the indenture.
We may issue, from time to time, debt securities, in one or more series. The debt securities we offer will be
issued under an indenture between us and the trustee named in the indenture. These debt securities that we may issue include senior debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. The
following is a summary of the material provisions of the indenture filed as an exhibit to the registration statement of which this prospectus is a part. For each series of debt securities, the applicable prospectus supplement for the series may
change and supplement the summary below.
General Terms of the Indenture
The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal
amount that we may authorize and they may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the
indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us. For each series of debt securities, any
restrictive covenants for those debt securities will be described in the applicable prospectus supplement for those debt securities.
We
may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued
at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax
considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement.
You should refer to the prospectus supplement relating to a particular series of debt securities for a description of the following terms of
the debt securities offered by that prospectus supplement and by this prospectus:
|
|
•
|
|
the title and authorized denominations of those debt securities;
|
12
|
|
•
|
|
any limit on the aggregate principal amount of that series of debt securities;
|
|
|
•
|
|
the date or dates on which principal and premium, if any, of the debt securities of that series is payable;
|
|
|
•
|
|
interest rates, and the dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and the maturity;
|
|
|
•
|
|
the right, if any, to extend the interest payment periods and the duration of the extensions;
|
|
|
•
|
|
if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the
manner in which these amounts are determined and the calculation agent, if any, with respect thereto;
|
|
|
•
|
|
the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be
presented for transfer and, if applicable, conversion or exchange;
|
|
|
•
|
|
the period or periods within which, the price or prices at which, the currency or currencies in which, and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our
option or the option of a holder of those securities, if we or a holder is to have that option;
|
|
|
•
|
|
our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon
which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;
|
|
|
•
|
|
the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt;
|
|
|
•
|
|
the denominations in which those debt securities will be issuable;
|
|
|
•
|
|
if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations;
|
|
|
•
|
|
whether those debt securities will be issued in fully registered form without coupons or in a form registered as to principal only with coupons or in bearer form with coupons;
|
|
|
•
|
|
whether any securities of that series are to be issued in whole or in part the form of one or more global securities and the depositary for those global securities;
|
|
|
•
|
|
if other than United States dollars, the currency or currencies in which payment of principal of or any premium or interest on those debt securities will be payable;
|
|
|
•
|
|
if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other
property, the type and amount of those securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made;
|
|
|
•
|
|
the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus;
|
|
|
•
|
|
conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto;
|
|
|
•
|
|
whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture;
|
|
|
•
|
|
the nature and terms of any security for any secured debt securities;
|
|
|
•
|
|
the terms applicable to any debt securities issued at a discount from their stated principal amount; and
|
13
|
|
•
|
|
any other specific terms of any debt securities.
|
The applicable prospectus supplement will
present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted.
Conversion or Exchange Rights
Debt
securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among
others, the following:
|
|
•
|
|
the conversion or exchange price;
|
|
|
•
|
|
the conversion or exchange period;
|
|
|
•
|
|
provisions regarding our ability or the ability of any holder to convert or exchange the debt securities;
|
|
|
•
|
|
events requiring adjustment to the conversion or exchange price; and
|
|
|
•
|
|
provisions affecting conversion or exchange in the event of our redemption of the debt securities.
|
Consolidation, Merger or Sale
We cannot
consolidate or merge with or into, or transfer or lease all or substantially all of our assets to, any person, unless the successor corporation or person to which our assets are transferred or leased is organized under the laws of the United States,
any state of the United States or the District of Columbia and it expressly assumes our obligations under the debt securities and the indenture. In addition, we cannot complete such a transaction unless immediately after completing the transaction,
no event of default under the indenture, and no event that, after notice or lapse of time or both, would become an event of default under the indenture, has occurred and is continuing. When the person to whom our assets are transferred or leased has
assumed our obligations under the debt securities and the indenture, we will be discharged from all our obligations under the debt securities and the indenture except in limited circumstances.
This covenant would not apply to any recapitalization transaction, a change of control affecting us or a highly leveraged transaction, unless
the transaction or change of control were structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.
Events of Default
The indenture provides
that the following will be “events of default” with respect to any series of debt securities:
|
|
•
|
|
failure to pay interest for 30 days after the date payment is due and payable;
|
|
|
•
|
|
failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or otherwise and, in the case of technical or administrative difficulties, only if such
default persists for a period of more than three business days;
|
|
|
•
|
|
failure to make sinking fund payments when due and continuance of such default for a period of 30 days;
|
|
|
•
|
|
failure to perform other covenants for 60 days after notice that performance was required;
|
|
|
•
|
|
events in bankruptcy, insolvency or reorganization relating to us; or
|
|
|
•
|
|
any other event of default provided in the applicable officer’s certificate, resolution of our board of directors or the supplemental indenture under which we issue a series of debt securities.
|
14
An event of default for a particular series of debt securities does not necessarily constitute an
event of default for any other series of debt securities issued under the indenture. For each series of debt securities, any modifications to the above events of default will be described in the applicable prospectus supplement for those debt
securities.
The indenture provides that if an event of default specified in the first, second, third, fourth or sixth bullets above
occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of all those debt securities (or, in the case of
discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) to be due and payable immediately. If an event of default specified in the fifth bullet above occurs and is
continuing, then the principal amount of all those debt securities (or, in the case of discount securities or indexed securities, that portion of the principal amount as may be specified in the terms of that series) will be due and payable
immediately, without any declaration or other act on the part of the trustee or any holder. In certain cases, holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of holders of all those
debt securities, rescind and annul a declaration of acceleration.
The indenture imposes limitations on suits brought by holders of debt
securities against us. Except for actions for payment of overdue principal or interest, no holder of debt securities of any series may institute any action against us under the indenture unless:
|
|
•
|
|
the holder has previously given to the trustee written notice of default and continuance of such default;
|
|
|
•
|
|
the holders of at least 25% in principal amount of the outstanding debt securities of the affected series have requested that the trustee institute the action;
|
|
|
•
|
|
the requesting holders have offered the trustee indemnity for the reasonable expenses and liabilities that may be incurred by bringing the action;
|
|
|
•
|
|
the trustee has not instituted the action within 60 days of the request and offer of indemnity; and
|
|
|
•
|
|
the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt securities of the affected series.
|
We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer knows
of any default by us in the performance, observance or fulfillment of any condition or covenant of the indenture.
Discharge, Defeasance and Covenant
Defeasance
We can discharge or decrease our obligations under the indenture as stated below.
We may discharge obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due and payable, or are scheduled for redemption, within one year. We may effect a discharge by irrevocably depositing with the trustee cash or government obligations
denominated in the currency of the debt securities, as trust funds, in an amount certified to be enough to pay when due, whether at maturity, upon redemption or otherwise, the principal of, and any premium and interest on, the debt securities and
any mandatory sinking fund payments.
15
Unless otherwise provided in the applicable prospectus supplement, we may also discharge any and
all of our obligations to holders of any series of debt securities at any time, which we refer to as defeasance. We may also be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the
indenture, and we may omit to comply with those covenants without creating an event of default under the trust declaration, which we refer to as covenant defeasance. We may effect defeasance and covenant defeasance only if, among other things:
|
|
•
|
|
we irrevocably deposit with the trustee cash or government obligations denominated in the currency of the debt securities, as trust funds, in an amount certified to be enough to pay at maturity, or upon redemption, the
principal (including any mandatory sinking fund payments) of, and any premium and interest on, all outstanding debt securities of the series; and
|
|
|
•
|
|
we deliver to the trustee an opinion of counsel from a nationally recognized law firm to the effect that the holders of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the defeasance or covenant defeasance and that defeasance or covenant defeasance will not otherwise alter the holders’ U.S. federal income tax treatment of principal, and any premium and interest payments on, the series
of debt securities.
|
In the case of a defeasance by us, the opinion we deliver must be based on a ruling of the Internal Revenue Service or
a change in U.S. federal income tax law occurring after the date of the indenture.
Although we may discharge or decrease our obligations
under the indenture as described in the two preceding paragraphs, we may not avoid, among other things, our duty to register the transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen
series of debt securities or to maintain an office or agency in respect of any series of debt securities.
Modification of the Indenture
The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to,
among other things:
|
|
•
|
|
evidence the assumption by a successor entity of our obligations;
|
|
|
•
|
|
add to our covenants for the benefit of the holders of debt securities, or to surrender any rights or power conferred upon us;
|
|
|
•
|
|
add any additional events of default;
|
|
|
•
|
|
cure any ambiguity or correct any inconsistency or defect in the indenture;
|
|
|
•
|
|
add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no outstanding debt security which is entitled to the benefit of the provision as to which the
modification would apply;
|
|
|
•
|
|
secure any debt securities;
|
|
|
•
|
|
establish the forms or terms of debt securities of any series;
|
|
|
•
|
|
evidence and provide for the acceptance of appointment by a successor trustee and add to or change any of the provisions of the indenture as is necessary for the administration of the trusts by more than one trustee;
|
|
|
•
|
|
modify, eliminate or add to the provisions of the indenture as shall be necessary to effect the qualification of the indenture under the Trust Indenture Act of 1939 or under any similar federal statute later enacted,
and to add to the indenture such other provisions as may be expressly required by the Trust Indenture Act; and
|
|
|
•
|
|
make any other provisions with respect to matters or questions arising under the indenture that will not be inconsistent with any provision of the indenture as long as the new provisions do not adversely affect the
interests of the holders of any outstanding debt securities of any series created prior to the modification.
|
16
The indenture also provides that we and the trustee may, with the consent of the holders of not
less than a majority in aggregate principal amount of debt securities of each series of debt securities affected by such supplemental indenture then outstanding, add any provisions to, or change in any manner, eliminate or modify in any way the
provisions of, the indenture or any supplemental indenture or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected
thereby:
|
|
•
|
|
extend the final maturity of any debt security;
|
|
|
•
|
|
reduce the principal amount or premium, if any;
|
|
|
•
|
|
reduce the rate or extend the time of payment of interest;
|
|
|
•
|
|
reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration;
|
|
|
•
|
|
change the currency in which the principal, and any premium or interest, is payable;
|
|
|
•
|
|
impair the right to institute suit for the enforcement of any payment on any debt security when due;
|
|
|
•
|
|
if applicable, adversely affect the right of a holder to convert or exchange a debt security; or
|
|
|
•
|
|
reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture or for waivers of compliance with or defaults under the indenture with respect to debt
securities of that series.
|
The indenture provides that the holders of not less than a majority in aggregate principal
amount of the then outstanding debt securities of any series, by notice to the relevant trustee, may on behalf of the holders of the debt securities of that series waive any default and its consequences under the indenture except:
|
|
•
|
|
a default in the payment of, any premium and any interest on, or principal of, any such debt security held by a nonconsenting holder; or
|
|
|
•
|
|
a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of each series affected.
|
Registered Global Securities and Book Entry System
The debt securities of a series may be issued in whole or in part in book-entry form and will be represented by one or more fully registered
global securities. We will deposit any registered global securities with a depositary or with a nominee for a depositary identified in the applicable prospectus supplement and registered in the name of such depositary or nominee. In such case, we
will issue one or more registered global securities denominated in an amount equal to the aggregate principal amount of all of the debt securities of the series to be issued and represented by such registered global security or securities. This
means that we will not issue certificates to each holder.
Unless and until it is exchanged in whole or in part for debt securities in
definitive registered form, a registered global security may not be transferred except as a whole:
|
|
•
|
|
by the depositary for the registered global security to its nominee;
|
|
|
•
|
|
by a nominee of the depositary to the depositary or another nominee of the depositary; or
|
|
|
•
|
|
by the depositary or its nominee to a successor of the depositary or a nominee of the successor.
|
The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement involving any
portion of the series represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:
|
|
•
|
|
ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security, these persons being referred to as
“participants,” or persons that may hold interests through participants;
|
17
|
|
•
|
|
upon the issuance of a registered global security, the depositary for the registered global security will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal amounts of the debt securities represented by the registered global security beneficially owned by the participants;
|
|
|
•
|
|
any dealers, underwriters, or agents participating in the distribution of the debt securities will designate the accounts to be credited; and
|
|
|
•
|
|
ownership of beneficial interest in the registered global security will be shown on, and the transfer of the ownership interest will be effected only through, records maintained by the depositary for the registered
global security for interests of participants, and on the records of participants for interests of persons holding through participants.
|
The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These
laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.
So long as
the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities
represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:
|
|
•
|
|
will not be entitled to have the debt securities represented by a registered global security registered in their names;
|
|
|
•
|
|
will not receive or be entitled to receive physical delivery of the debt securities in the definitive form; and
|
|
|
•
|
|
will not be considered the owners or holders of the debt securities under the relevant indenture.
|
Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the
registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture.
We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a
registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests
to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.
We will make payments of principal and premium, if any, and interest, if any, on debt securities represented by a registered global security
registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. Neither we nor the trustee, or any other agent of ours or the trustee will be
responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
We expect that the depositary for any debt securities represented by a registered global security, upon receipt of
any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in
the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to
18
owners of beneficial interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or
registered in “street name.” We also expect that any of these payments will be the responsibility of the participants.
If the
depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or stops being a clearing agency registered under the Exchange Act, we will appoint an eligible successor
depositary. If we fail to appoint an eligible successor depositary within 90 days, we will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide
not to have any of the debt securities of a series represented by one or more registered global securities. In that event, we will issue debt securities of the series in a definitive form in exchange for all of the registered global securities
representing the debt securities. The trustee will register any debt securities issued in definitive form in exchange for a registered global security in the name or names as the depositary, based upon instructions from its participants, shall
instruct the trustee.
We may also issue bearer debt securities of a series in the form of one or more global securities, referred to as
“bearer global securities.” We will deposit these securities with a depositary identified in the prospectus supplement relating to the series. The prospectus supplement relating to a series of debt securities represented by a bearer global
security will describe the applicable terms and procedures. These will include the specific terms of the depositary arrangement and any specific procedures for the issuance of debt securities in definitive form in exchange for a bearer global
security in proportion to the series represented by a bearer global security.
Concerning the Trustee
The indenture provides that there may be more than one trustee under the indenture, each for one or more series of debt securities. If there
are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under that indenture. Except as otherwise indicated in
this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only on the one or more series of debt securities for which it is the trustee under the indenture. Any trustee under the
indenture may resign or be removed from one or more series of debt securities. All payments of principal of, and any premium and interest on, and all registration, transfer, exchange, authentication and delivery of, the debt securities of a series
will be effected by the trustee for that series at an office designated by the trustee in New York, New York.
The indenture provides
that, except during the continuance of an event of default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an event of default, the trustee will exercise those rights and powers
vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.
If the trustee becomes a creditor of ours, the indenture places limitations on the right of the trustee to obtain payment of claims or to
realize on property received in respect of any such claim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties concerning the debt securities, however, it must
eliminate the conflict or resign as trustee.
No Individual Liability of Incorporators, Stockholders, Officers or Directors
The indenture provides that no past, present or future director, officer, stockholder or employee of ours, any of our affiliates or any
successor corporation, in their capacity as such, shall have any individual liability for any of our obligations, covenants or agreements under the debt securities or the indenture.
Governing Law
The indenture and the debt
securities will be governed by, and construed in accordance with, the laws of the State of New York.
19
DESCRIPTION OF DEPOSITARY SHARES
The following description of the depositary shares does not purport to be complete and is subject to and qualified in its entirety by the
relevant deposit agreement and the depositary receipts with respect to the depositary shares relating to any particular series of preferred stock. You should read these documents as they, and not this description, will define your rights as a holder
of depositary shares. Forms of these documents will be filed with the SEC in connection with the offering of depositary shares.
General
If we elect to offer fractional interests in shares of preferred stock, we will provide for the issuance by a depositary to the public of
receipts for depositary shares. Each depositary share will represent fractional interests of preferred stock. We will deposit the shares of preferred stock underlying the depositary shares under a deposit agreement between us and a bank or trust
company selected by us. The bank or trust company must have its principal office in the United States and a combined capital and surplus of at least $50 million. The depositary receipts will evidence the depositary shares issued under the
deposit agreement.
The deposit agreement will contain terms applicable to the holders of depositary shares in addition to the terms
stated in the depositary receipts. Each owner of depositary shares will be entitled to all the rights and preferences of the preferred stock underlying the depositary shares in proportion to the applicable fractional interest in the underlying
shares of preferred stock. The depositary will issue the depositary receipts to individuals purchasing the fractional interests in shares of the related preferred stock according to the terms of the offering described in a prospectus supplement.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received for the preferred stock to the entitled record holders
of depositary shares in proportion to the number of depositary shares that the holder owns on the relevant record date. The depositary will distribute only an amount that can be distributed without attributing to any holder of depositary shares a
fraction of one cent. The depositary will add the undistributed balance to and treat it as part of the next sum received by the depositary for distribution to holders of depositary shares.
If there is a non-cash distribution, the depositary will distribute property received by it to the entitled record holders of depositary
shares in proportion, insofar as possible, to the number of depositary shares owned by the holders, unless the depositary determines, after consultation with us, that it is not feasible to make such distribution. If this occurs, the depositary may,
with our approval, sell such property and distribute the net proceeds from the sale to the holders. The deposit agreement also will contain provisions relating to how any subscription or similar rights that we may offer to holders of the preferred
stock will be available to the holders of the depositary shares.
Conversion, Exchange, Redemption and Liquidation
If any series of preferred stock underlying the depositary shares may be converted or exchanged, each record holder of depositary receipts will
have the right or obligation to convert or exchange the depositary shares represented by the depositary receipts.
The terms on which the
depositary shares relating to the preferred stock of any series may be redeemed, and any amounts distributable upon our liquidation, dissolution or winding up, will be described in the relevant prospectus supplement.
Voting
When the depositary receives
notice of a meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the particulars of the meeting to the record holders of the depositary shares. Each
20
record holder of depositary shares on the record date may instruct the depositary on how to vote the shares of preferred stock underlying the holder’s depositary shares. The depositary will
try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions. We will agree to take all reasonable action requested by the depositary to enable it to vote as instructed.
Amendments
We and the depositary may
agree to amend the deposit agreement and the depositary receipt evidencing the depositary shares. Any amendment that (a) imposes or increases certain fees, taxes or other charges payable by the holders of the depositary shares as described in
the deposit agreement, or that (b) otherwise prejudices any substantial existing right of holders of depositary shares, will not take effect until 30 days after the depositary has mailed notice of the amendment to the record holders of
depositary shares. Any holder of depositary shares that continues to hold its shares at the end of the 30-day period will be deemed to have agreed to the amendment.
Termination
We may direct the depositary
to terminate the deposit agreement by mailing a notice of termination to holders of depositary shares at least 30 days prior to termination. In addition, a deposit agreement will automatically terminate if:
|
|
•
|
|
the depositary has redeemed all related outstanding depositary shares, or
|
|
|
•
|
|
we have liquidated, terminated or wound-up our business and the depositary has distributed the preferred stock of the relevant series to the holders of the related depositary shares.
|
Payment of Fees and Expenses
We will pay
all fees, charges and expenses of the depositary, including the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other
charges as are stated in the deposit agreement for their accounts.
Resignation and Removal of Depositary
At any time, the depositary may resign by delivering notice to us, and we may remove the depositary. Resignations or removals will take effect
upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and surplus of at least $50 million.
Reports
The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary and
that we are required by law, the rules of an applicable securities exchange or our restated certificate of incorporation to furnish to the holders of the preferred stock. Neither we nor the depositary will be liable if the depositary is prevented or
delayed by law or any circumstances beyond its control in performing its obligations under the deposit agreement. The deposit agreement limits our obligations and the depositary’s obligations to performance in good faith of the duties stated in
the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless the holders of depositary shares requesting us to do so furnish us with
satisfactory indemnity. In performing our obligations, we and the depositary may rely upon the written advice of our counsel or accountants, on any information that competent people provide to us and on documents that we believe are genuine.
21
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock, common stock, depositary shares or any combination thereof. We may
issue warrants independently or together with any other securities offered by any prospectus supplement, which may be attached to or separate from the other offered securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into by us with a warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. Further terms of the warrants and the applicable warrant agreements will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement relating to any particular issue of warrants will describe the terms of the warrants, including, as
applicable, the following:
|
|
•
|
|
the title of the warrants;
|
|
|
•
|
|
the aggregate number of the warrants;
|
|
|
•
|
|
the price or prices at which the warrants will be issued;
|
|
|
•
|
|
the designation, terms and number of shares of debt securities, preferred stock, common stock or depositary shares purchasable upon exercise of the warrants;
|
|
|
•
|
|
the designation and terms of the offered securities, if any, with which the warrants are issued and the number of the warrants issued with each offered security;
|
|
|
•
|
|
the date, if any, on and after which the warrants and the related debt securities, preferred stock, common stock or depositary shares will be separately transferable;
|
|
|
•
|
|
the price at which each share of debt securities, preferred stock, common stock or depositary shares purchasable upon exercise of the warrants may be purchased;
|
|
|
•
|
|
the date on which the right to exercise the warrants shall commence and the date on which that right shall expire;
|
|
|
•
|
|
the minimum or maximum amount of the warrants which may be exercised at any one time;
|
|
|
•
|
|
information with respect to book-entry procedures, if any;
|
|
|
•
|
|
a discussion of certain federal income tax considerations; and
|
|
|
•
|
|
any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the
warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.
DESCRIPTION OF RIGHTS
We may issue rights to purchase common stock or preferred stock. This prospectus and any accompanying prospectus supplement will contain the
material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectus.
22
We will describe in the applicable prospectus supplement the terms and conditions of the issue of
rights being offered, the rights agreement relating to the rights and the rights certificates representing the rights, including, as applicable:
|
|
•
|
|
the title of the rights;
|
|
|
•
|
|
the date of determining the stockholders entitled to the rights distribution;
|
|
|
•
|
|
the title and aggregate number of shares of common stock or preferred stock purchasable upon exercise of the rights;
|
|
|
•
|
|
the aggregate number of rights issued;
|
|
|
•
|
|
the date, if any, on and after which the rights will be separately transferable;
|
|
|
•
|
|
the date on which the right to exercise the rights will commence and the date on which the right will expire; and
|
|
|
•
|
|
any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.
|
Each right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or preferred stock at the
exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on
the expiration date, all unexercised rights will be void.
Holders may exercise rights as described in the applicable prospectus
supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable,
forward the shares of common stock or preferred stock purchased upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than
stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.
23
PLAN OF DISTRIBUTION
We and any selling securityholders may sell the securities offered by this prospectus to one or more underwriters or dealers for public
offering and sale by them or to investors directly or through agents. The prospectus supplement accompanying any offering will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters,
dealers or agents in connection with the offering, including:
|
|
•
|
|
the name or names of any underwriters, dealers or agents;
|
|
|
•
|
|
the purchase price of the securities and the proceeds to us (if any) from the sale;
|
|
|
•
|
|
any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
|
|
|
•
|
|
any public offering price;
|
|
|
•
|
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
|
|
•
|
|
any securities exchange or market on which the securities offered in the prospectus supplement may be listed.
|
Only those underwriters identified in such prospectus supplement are deemed to be underwriters in connection with the securities offered in
the prospectus supplement.
The distribution of the securities may be effected from time to time in one or more transactions at a fixed
price or prices, which may be changed, or at prices determined as the applicable prospectus supplement specifies. The securities may be sold through a rights offering, forward contracts or similar arrangements. In connection with the sale of the
securities, underwriters, dealers or agents may be deemed to have received compensation from us or any selling securityholder in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom
they may act as agent. Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they
may act as agent. Some of the underwriters, dealers or agents who participate in the securities distribution may engage in other transactions with, and perform other services for, us or our subsidiaries or any selling securityholder in the ordinary
course of business.
Any selling securityholder will act independently of us in making decisions with respect to the timing, manner and
size of each sale of securities being offered by this prospectus.
We will provide in the applicable prospectus supplement information
regarding any underwriting discounts or other compensation that we or any selling securityholder pay to underwriters or agents in connection with the securities offering, and any discounts, concessions or commissions which underwriters allow to
dealers. Underwriters, dealers and agents participating in the securities distribution may be deemed to be underwriters, and any discounts and commissions they receive and any profit they realize on the resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us or any selling securityholder, to indemnification against
and contribution toward specific civil liabilities, including liabilities under the Securities Act.
The securities may or may not be
listed on a national securities exchange. In connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market
24
price of the securities while an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters
at any time.
LEGAL MATTERS
The validity of any securities offered by this prospectus will be passed upon for us by Pillsbury Winthrop Shaw Pittman LLP, San Diego,
California.
EXPERTS
The consolidated financial statements of Receptos, Inc. appearing in Receptos, Inc.’s Annual Report (Form 10-K) for the year ended
December 31, 2013, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the SEC under the Securities Act of 1933. This prospectus is part of the registration
statement but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the
registration statement and any other document we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The website address is
www.sec.gov. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only. Statements contained in this prospectus or any prospectus supplement
regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement,
reference is made to the copy so filed, each of those statements being qualified in all respects by the reference.
INCORPORATION BY REFERENCE
The SEC permits us to “incorporate by reference” the information contained in documents we
file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this
prospectus and you should read it with the same care that you read this prospectus. Later information that we file with the SEC and incorporate by reference will automatically update and supersede the information that is either contained, or
incorporated by reference, in this prospectus or any prospectus supplement, and will be considered to be a part of this prospectus or such prospectus supplement from the date those documents are filed. We have filed with the SEC, and incorporate by
reference in this prospectus:
|
|
•
|
|
our Annual Report on Form 10-K for the year ended December 31, 2013;
|
25
|
|
•
|
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;
|
|
|
•
|
|
our Current Reports on Form 8-K filed January 14, 2014, February 4, 2014, April 14, 2014, April 28, 2014, June 5, 2014, June 9, 2014 (excluding Item 7.01 of such
June 9, 2014 Current Report on Form 8-K as well as Exhibit 99.1 to such Current Report), and June 24, 2014; and
|
|
|
•
|
|
the description of our common stock contained in our Registration Statement on Form 8-A filed on April 30, 2013.
|
We also incorporate by reference all additional documents that we file with the SEC under the terms of Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act that are made after the initial filing date of the registration statement of which this prospectus is a part and the effectiveness of the registration statement, as well as between the date of this prospectus and the termination
of any offering of securities offered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.
You may request a copy of any or all of the documents incorporated by reference but not delivered with this prospectus, at no cost, by writing
or telephoning us at the following address and number: Investor Relations, Receptos, Inc., 10835 Road to the Cure, Suite 205, San Diego, California 92121, telephone (858) 652-5700. We will not, however, send exhibits to those documents, unless
the exhibits are specifically incorporated by reference in those documents. We also maintain a website at www.receptos.com. However, the information on our website is not part of this prospectus, and you should not rely on such information in making
your decision whether to purchase any of our securities.
26
PART II
Information Not Required In Prospectus
|
Item 14.
|
Other Expenses of Issuance and Distribution.
|
The following is a statement of estimated
expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions.
|
|
|
|
|
|
|
SEC Registration Fee
|
|
$
|
*
|
|
|
FINRA Filing Fee
|
|
|
**
|
|
|
Transfer Agent and Registrar, Trustee and Depositary Fees
|
|
|
**
|
|
|
Printing Expenses
|
|
|
**
|
|
|
Legal Fees and Expenses
|
|
|
**
|
|
|
Accounting Fees and Expenses
|
|
|
**
|
|
|
|
|
|
Miscellaneous
|
|
|
**
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
**
|
|
|
*
|
Deferred in reliance upon Rule 456(b) and 457(r) under the Securities Act.
|
|
**
|
These fees and expenses depend on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution
of the securities being offered will be included in the applicable prospectus supplement.
|
|
Item 15.
|
Indemnification of Directors and Officers.
|
Section 102 of the DGCL allows a
corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to
act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that we may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding—other than an action by or in the right of the Registrant—by reason of the fact that the person is or was a director, officer, agent or employee of the Registrant,
or is or was serving at our request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or
proceeding, or (b) if such person acting in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the Registrant, and with respect to any criminal action or proceeding had
no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the Registrant as well but only to the extent of defense expenses, including attorneys’ fees but excluding
amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any
adjudication of liability to the Registrant, unless the court believes that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
II-1
Our amended and restated certificate of incorporation and amended and restated bylaws provide
that we shall indemnify our directors, officers, employees and other agents to the fullest extent not prohibited by the DGCL or any other applicable law. In addition, we have entered into agreements to indemnify our directors and officers. These
agreements require us, among other things, to indemnify our directors and officers against certain liabilities which may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law. These
indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933,
as amended, which we refer to as the Securities Act. We also intend to maintain director and officer liability insurance, if available on reasonable terms.
An underwriting agreement we may enter into in connection with an offering of securities may also provide for indemnification by the
underwriters of us and our officers and directors for certain liabilities, including liabilities arising under the Securities Act, and may afford certain rights of contribution with respect thereto.
The list of exhibits in the Exhibit Index to this registration statement is
incorporated herein by reference.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
(7) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise,
II-3
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on the 16th day of July, 2014.
|
|
|
|
|
RECEPTOS, INC.
|
|
|
|
|
By:
|
|
/s/ Faheem Hasnain
Faheem Hasnain
President and Chief Executive
Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Faheem Hasnain and Graham
Cooper, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments,
including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Faheem Hasnain
Faheem Hasnain
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
July 16, 2014
|
|
|
|
|
|
/s/ Graham Cooper
Graham Cooper
|
|
Chief Financial Officer
(Principal
Financial Officer)
|
|
July 16, 2014
|
|
|
|
|
|
/s/ David Hinkle
David Hinkle
|
|
Senior Director, Finance & Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
July 16, 2014
|
|
|
|
|
|
/s/ William H. Rastetter
William H. Rastetter, Ph.D.
|
|
Chairman of the Board
|
|
July 16, 2014
|
|
|
|
|
|
/s/ Kristina Burow
Kristina Burow
|
|
Director
|
|
July 16, 2014
|
|
|
|
|
|
/s/ Mary Lynne Hedley
Mary Lynne Hedley, Ph.D.
|
|
Director
|
|
July 16, 2014
|
|
|
|
|
|
/s/ Erle T. Mast
Erle T. Mast
|
|
Director
|
|
July 16, 2014
|
|
|
|
|
|
/s/ Amir Nashat
Amir Nashat, Ph.D.
|
|
Director
|
|
July 16, 2014
|
|
|
|
|
|
/s/ S. Edward Torres
S. Edward Torres
|
|
Director
|
|
July 16, 2014
|
II-5
EXHIBIT INDEX
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
1.1*
|
|
Form of Underwriting Agreement.
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed June 20, 2013).
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed June 20, 2013).
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.2
|
|
Third Amended and Restated Investors’ Rights Agreement, dated February 3, 2012, between Receptos, Inc. and certain investors (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement
on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.3
|
|
Omnibus Approval and Amendment with Respect to Series B Preferred Stock Purchase Agreement and Third Amended and Restated Investors’ Rights Agreement, dated February 23, 2012, between Receptos, Inc. and certain
investors (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.4
|
|
Omnibus Approval and Amendment with Respect to Series B Preferred Stock Purchase Agreement and Third Amended and Restated Investors’ Rights Agreement, dated March 6, 2012, between Receptos, Inc. and certain
investors (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.5
|
|
Approval with Respect to Series B Preferred Stock Purchase Agreement, dated March 6, 2012, between Receptos, Inc. and certain investors (incorporated by reference to Exhibit 4.6 of the Company’s Registration
Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.6
|
|
Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated February 3, 2012, between Receptos, Inc. and certain investors (incorporated by reference to Exhibit 4.7 of the Company’s
Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.7
|
|
Form of Omnibus Acknowledgment and Agreement with Respect to Potential Initial Public Offering, dated April 18, 2013, between Receptos, Inc. and certain investors (incorporated by reference to Exhibit 4.8 of the
Company’s Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
|
|
|
|
|
4.8
|
|
Form of Indenture relating to debt securities.
|
|
|
|
|
4.9*
|
|
Form of supplemental indenture or other instrument establishing the issuance of one or more series of debt securities (including the form of such debt security).
|
|
|
|
|
4.10*
|
|
Form of Warrant Agreement and Warrant Certificate.
|
|
|
|
|
4.11*
|
|
Form of Deposit Agreement.
|
|
|
|
|
4.12*
|
|
Form of Depositary Receipt (included in Exhibit 4.4).
|
|
|
|
|
4.13*
|
|
Form of Preferred Stock Certificate.
|
|
|
|
|
5.1
|
|
Opinion of Pillsbury Winthrop Shaw Pittman LLP.
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
23.1
|
|
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page hereof).
|
|
|
|
|
25.1+
|
|
Form T-1 Statement of Eligibility of the trustee for the debt securities.
|
|
*
|
To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, if applicable, and incorporated herein by reference.
|
|
+
|
To be filed by amendment or pursuant to Trust Indenture Act Section 305(b)(2), if applicable.
|
Grafico Azioni RECEPTOS, INC. (NASDAQ:RCPT)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni RECEPTOS, INC. (NASDAQ:RCPT)
Storico
Da Lug 2023 a Lug 2024
