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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arena Pharmaceuticals Inc | NASDAQ:ARNA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 99.99 | 99.00 | 99.99 | 0 | 01:00:00 |
Delaware
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23-2908305
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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|||
Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of securities
to be registered
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Amount to be
registered (1) |
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Proposed maximum
offering
price per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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|||||||||
Common Stock, par value $0.0001 per share
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3,800,000 shares
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(2)
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$
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1.55
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(3)
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$
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5,890,000
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(3)
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$593.12
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Common Stock, par value $0.0001 per share
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800,000 shares
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(4)
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$
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1.99
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(5)
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$
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1,592,000
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(5)
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$160.32
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Total:
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4,600,000 shares
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-
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$
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7,482,000
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|
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$753.44
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock of Arena Pharmaceuticals, Inc. (the “Registrant” or “Arena”) that, with respect to the shares registered hereunder, become issuable under the 2013 Long-Term Incentive Plan (the “2013 LTIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.
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(2)
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Represents the shares of the Registrant’s Common Stock added to the shares previously authorized for issuance under the 2013 LTIP pursuant to an amendment to the 2013 LTIP approved by the Registrant’s Board of Directors on May 6, 2016, which shares are reserved for issuance upon the exercise of an outstanding stock option granted under the 2013 LTIP.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 3,800,000 shares of the Registrant’s Common Stock reserved for issuance upon the exercise of an outstanding stock option granted under the 2013 LTIP are calculated using the exercise price of such stock option of $1.55 per share.
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(4)
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Represents the shares of the Registrant’s Common Stock added to the shares previously authorized for issuance under the 2013 LTIP pursuant to an amendment to the 2013 LTIP approved by the Registrant’s Board of Directors on June 13, 2016, which shares are reserved for issuance exclusively for the grant of stock awards to employees of the Registrant who have not previously been one of the Registrant’s employees or directors, except following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Registrant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.
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(5)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock on June 10, 2016, as reported on the NASDAQ Global Select Market.
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ARENA PHARMACEUTICALS, INC.
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||
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By:
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/s/ Amit D. Munshi
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Amit D. Munshi
President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Amit D. Munshi
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President, Chief Executive Officer and Director
(principal executive and financial officer)
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June 14, 2016
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Amit D. Munshi
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/s/ Jennifer K. Bielasz
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Vice President, Finance and Accounting
(principal accounting officer)
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June 14, 2016
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Jennifer K. Bielasz
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/s/ Dominic P. Behan
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Director
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June 14, 2016
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Dominic P. Behan, Ph.D., D.Sc.
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/s/ Donald D. Belcher
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Director
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June 14, 2016
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Donald D. Belcher
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/s/ Scott H. Bice
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Director
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June 14, 2016
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Scott H. Bice
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/s/ Harry F. Hixson
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Director
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June 14, 2016
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Harry F. Hixson, Jr., Ph.D.
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/s/ Tina S. Nova
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Director
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June 14, 2016
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Tina S. Nova, Ph.D.
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/s/ Phillip M. Schneider
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Director
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June 14, 2016
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Phillip M. Schneider
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/s/ Christine A. White
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Director
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June 14, 2016
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Christine A. White, M.D.
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/s/ Randall E. Woods
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Director
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June 14, 2016
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Randall E. Woods
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Exhibit
Number |
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Description of Document
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4.1
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Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 3.1 to Arena’s quarterly report on Form 10-Q for the quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 000-31161)
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4.2
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Certificate of Amendment of the Fifth Amended and Restated Certificate of Incorporation of Arena (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 28, 2006, Commission File No. 333-135398)
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4.3
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Certificate of Amendment No. 2 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 4.3 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 30, 2009, Commission File No. 333-160329)
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4.4
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Certificate of Amendment No. 3 of the Fifth Amended and Restated Certificate of Incorporation of Arena, as amended (incorporated by reference to Exhibit 3.4 to Arena’s registration statement on Form S-8 filed with the Securities and Exchange Commission on June 20, 2012, Commission File No. 333-182238)
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4.5
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Amended and Restated Bylaws of Arena (incorporated by reference to Exhibit 3.1 to Arena’s current report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2014, Commission File No. 000-31161)
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4.6
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Form of common stock certificate (incorporated by reference to Exhibit 4.2 to Arena’s registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission on July 19, 2000, Commission File No. 333-35944)
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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99.1
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Arena’s 2013 Long-Term Incentive Plan
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1 Year Arena Pharmaceuticals Chart |
1 Month Arena Pharmaceuticals Chart |
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