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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Omthera Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35869 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specif |
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| July 23, 2013 |
NEW ENTERPRISE ASSOCIATES 13 LP - OMTHERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Omthera Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 68217A103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium, MD 21093 (410) 842-4000 (Name |
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| July 22, 2013 |
As filed with the Securities and Exchange Commission on July 22, 2013 Registration No. |
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| July 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 18, 2013 (July 18, 2013) OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorp |
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| July 18, 2013 |
AMENDED AND RESTATED BYLAWS OMTHERA PHARMACEUTICALS, INC. (the “Corporation”) * * * * * ARTICLE 1 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OMTHERA PHARMACEUTICALS, INC. (the “Corporation”) * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Del |
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| July 18, 2013 |
SOFINNOVA CAPITAL VI FCPR - SC 13D/A Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| July 18, 2013 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OMTHERA PHARMACEUTICALS, INC. * * * Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMTHERA PHARMACEUTICALS, INC. * * * FIRST: The name of the corporation is Omthera Pharmaceuticals, Inc. (the “Corporation”). SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered |
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| July 16, 2013 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 16, 2013 (July 16, 2013) OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorp |
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| July 16, 2013 |
Omthera Stockholders Approve Acquisition by AstraZeneca Exhibit 99.1 Omthera Contact: Christian Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals, Inc. T: 908-741-4399 E: [email protected] Omthera Stockholders Approve Acquisition by AstraZeneca PRINCETON, NJ, July 16, 2013 — The stockholders of Omthera Pharmaceuticals, Inc. (NASDAQ: OMTH) (the “Company”) voted today at a special meeting of stockholders to adopt the previo |
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| July 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| July 9, 2013 |
Exhibit 99.1 Omthera Contact: Christian Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals, Inc. T: 908-741-4399 E: [email protected] Omthera Pharmaceuticals Announces NDA Submission for Epanova™ for the Treatment of Patients with Very High Triglycerides PRINCETON, NJ, July 9, 2013 — Omthera Pharmaceuticals, Inc. (Nasdaq: OMTH), an emerging specialty pharmaceutical co |
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| July 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| July 9, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commiss |
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| June 27, 2013 |
DEFA14A 1 a13-157611defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Com |
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| June 13, 2013 |
OMTHERA PHARMACEUTICALS ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 Omthera Contact: Christian S. Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals, Inc. T: (908) 741-4399 E: [email protected] OMTHERA PHARMACEUTICALS ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF STOCKHOLDERS PRINCETON, NJ, June 13, 2013—Omthera Pharmaceuticals, Inc. (NASDAQ: OMTH) today announced that it has established a record date and |
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| June 13, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| June 13, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commis |
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| June 13, 2013 |
OMTHERA PHARMACEUTICALS ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 Omthera Contact: Christian S. Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals, Inc. T: (908) 741-4399 E: [email protected] OMTHERA PHARMACEUTICALS ANNOUNCES RECORD DATE AND MEETING DATE FOR SPECIAL MEETING OF STOCKHOLDERS PRINCETON, NJ, June 13, 2013—Omthera Pharmaceuticals, Inc. (NASDAQ: OMTH) today announced that it has established a record date and |
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| June 13, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commis |
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| June 3, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| May 28, 2013 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of May 27, 2013 among OMTHERA PHARMACEUTICALS, INC., ZENECA, INC. and KAFA ACQUISITION CORP. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS SECTION 1.01 . Definitions 1 SECTION 1.02 . Other Definitional and Interpretative Provisions 8 ARTICLE 2 THE MERGER SECTION 2.01 . The Merger 9 SECTION 2.02 . Conversion of Shares 10 SECTION 2.03 . Surrender and |
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| May 28, 2013 |
Exhibit 99.5 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and New Enterprise Associates 13, L.P., a limited partnership (“NEA 13”) and NEA Ventures 2011, Limited Partnership , a limited partnership (“NEA 2011,” and each of NEA 13 and NEA 2011, “Stockholder”). WHEREAS, in order to induc |
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| May 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 28, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commiss |
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| May 28, 2013 |
Exhibit 99.4 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Sofinnova Capital VI FCPR , a French venture capital company (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as a |
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| May 28, 2013 |
Exhibit 99.2 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Gerald L. Wisler (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the “Merger Agreem |
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| May 28, 2013 |
Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 99.1 Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2013 (this “Agreement”), is entered into by and among Zeneca, Inc., a Delaware corporation (“Parent”), and [ ], a [ ], as Rights Agent. PREAMBLE WHEREAS, Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Parent and KAFA Acquisition Corp., a Delaware cor |
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| May 28, 2013 |
Omthera Pharmaceuticals Announces First Quarter 2013 Financial Results Exhibit 99.1 Omthera Contact: Christian Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals T: 908-741-4399 E: [email protected] Omthera Pharmaceuticals Announces First Quarter 2013 Financial Results PRINCETON, NJ, May 28, 2013 — Omthera Pharmaceuticals, Inc. (Nasdaq: OMTH), an emerging specialty pharmaceutical company, today announced its financial results for the fir |
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| May 28, 2013 |
Omthera Pharmaceuticals Announces First Quarter 2013 Financial Results Exhibit 99.1 Omthera Contact: Christian Schade Executive Vice President & Chief Financial Officer Omthera Pharmaceuticals T: 908-741-4399 E: [email protected] Omthera Pharmaceuticals Announces First Quarter 2013 Financial Results PRINCETON, NJ, May 28, 2013 — Omthera Pharmaceuticals, Inc. (Nasdaq: OMTH), an emerging specialty pharmaceutical company, today announced its financial results for the fir |
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| May 28, 2013 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of May 27, 2013 among OMTHERA PHARMACEUTICALS, INC., ZENECA, INC. and KAFA ACQUISITION CORP. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS SECTION 1.01 . Definitions 1 SECTION 1.02 . Other Definitional and Interpretative Provisions 8 ARTICLE 2 THE MERGER SECTION 2.01 . The Merger 9 SECTION 2.02 . Conversion of Shares 10 SECTION 2.03 . Surrender and |
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| May 28, 2013 |
Exhibit 99.5 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and New Enterprise Associates 13, L.P., a limited partnership (“NEA 13”) and NEA Ventures 2011, Limited Partnership , a limited partnership (“NEA 2011,” and each of NEA 13 and NEA 2011, “Stockholder”). WHEREAS, in order to induc |
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| May 28, 2013 |
Exhibit 99.4 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Sofinnova Capital VI FCPR , a French venture capital company (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as a |
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| May 28, 2013 |
Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 99.1 Form of CVR Agreement CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2013 (this “Agreement”), is entered into by and among Zeneca, Inc., a Delaware corporation (“Parent”), and [ ], a [ ], as Rights Agent. PREAMBLE WHEREAS, Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Parent and KAFA Acquisition Corp., a Delaware cor |
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| May 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35869 OMTHERA PHARMACEUTIC |
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| May 28, 2013 |
Exhibit 99.3 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Michael H. Davison (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the “Merger Agre |
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| May 28, 2013 |
Exhibit 99.2 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Gerald L. Wisler (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the “Merger Agreem |
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| May 28, 2013 |
Exhibit 99.2 AstraZeneca to Acquire Omthera Pharmaceuticals Including NDA-Ready Novel Dyslipidemia Treatment to Complement Cardiovascular Portfolio AstraZeneca today announced that it has entered into a definitive agreement to acquire Omthera Pharmaceuticals, a specialty pharmaceutical company based in Princeton, New Jersey, focused on the development and commercialization of new therapies for abn |
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| May 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 27, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commiss |
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| May 28, 2013 |
As filed with the Securities and Exchange Commission on May 28, 2013 Registration No. |
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| May 28, 2013 |
Exhibit 99.3 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT (this “Agreement”) dated as of May 27, 2013 between Zeneca, Inc., a Delaware corporation (“Parent”), and Michael H. Davison (“Stockholder”). WHEREAS, in order to induce Parent and Merger Subsidiary to enter into that certain Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the “Merger Agre |
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| May 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 28, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commiss |
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| May 28, 2013 |
Exhibit 99.2 AstraZeneca to Acquire Omthera Pharmaceuticals Including NDA-Ready Novel Dyslipidemia Treatment to Complement Cardiovascular Portfolio AstraZeneca today announced that it has entered into a definitive agreement to acquire Omthera Pharmaceuticals, a specialty pharmaceutical company based in Princeton, New Jersey, focused on the development and commercialization of new therapies for abn |
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| May 28, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 27, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commiss |
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| April 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 24, 2013 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35869 26-3797738 (State or other jurisdiction of incorporation) (Commi |
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| April 23, 2013 |
SOFINNOVA CAPITAL VI FCPR - SCHEDULE 13D Page 1 of 43 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 23, 2013 |
NEW ENTERPRISE ASSOCIATES 13 LP - OMTHERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Omthera Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 68217A103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600 Timonium, MD 21093 (410) 842-4000 (Name, |
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| April 16, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on April 16, 2013 Registration No. |
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| April 12, 2013 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-187153 PROSPECTUS 8,000,000 Shares Common Stock This is Omthera Pharmaceuticals' initial public offering. We are selling 8,000,000 shares of our common stock. Currently, no public market exists for the shares. The shares will trade on the NASDAQ Global Market under the symbol "OMTH." We are an "emerging growth company" under f |
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| April 10, 2013 |
As filed with the Securities and Exchange Commission on April 10, 2013 Registration No. |
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| April 10, 2013 |
Filed Pursuant to Rule 433 Registration No. 333-187153 Issuer Free Writing Prospectus dated April 10, 2013 Relating to Preliminary Prospectus dated April 1, 2013 Free Writing Prospectus This free writing prospectus relates only to the common stock of Omthera Pharmaceuticals, Inc. and should be read together with the preliminary prospectus dated April 1, 2013 (the “Preliminary Prospectus”), include |
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| April 8, 2013 |
Omthera Pharmaceuticals, Inc. 707 State Road Princeton, NJ 08540 VIA EDGAR AND FACSIMILE April 8, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler Re: Omthera Pharmaceuticals, Inc. Form S-1 Registration Statement File No. 333-187153 Ladies and Gentlemen: Pursuant to Rule 461 under the Secur |
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| April 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OMTHERA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 26-3797738 (State of incorporation or organization) (I.R.S. Employer Identification No.) 707 State Road |
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| April 8, 2013 |
April 8, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Omthera Pharmaceuticals, Inc. Registration Statement on Form S-1 (SEC File No. 333-187153) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Omthera Phar |
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| April 1, 2013 |
OMTHERA PHARMACEUTICALS, INC. 2013 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.1 OMTHERA PHARMACEUTICALS, INC. 2013 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Omthera Pharmaceuticals, Inc. 2013 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Omthera Pha |
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| April 1, 2013 |
EXHIBIT 10.5 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the “Agreement”) is as entered into as of this 1st day of March, 2012 (“Effective Date”) between Omthera Pharmaceuticals, Inc., a corporation organized under the la |
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| April 1, 2013 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMTHERA PHARMACEUTICALS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Omthera Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY |
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| April 1, 2013 |
AMENDED AND RESTATED OMTHERA PHARMACEUTICALS, INC. (the “Corporation”) ARTICLE I Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF OMTHERA PHARMACEUTICALS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and pla |
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| April 1, 2013 |
Exhibit 4.1 A INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 68217A 10 3 THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF OMTHERA PHARMACEUTICALS, INC. transferable only on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Ce |
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| April 1, 2013 |
Exhibit 10.3 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Omthera Pharmaceuticals, Inc. License Agreement between PVT Polyver Trust AG and Omthera Pharmaceuticals, Inc. November 13, 2009 ***Text Omitted and Filed Separately with the Securities and Exchange Commi |
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| April 1, 2013 |
Exhibit 10.6 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Intermediate Feedstock Supply Agreement Date: 12 March 2012 ***Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Req |
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| April 1, 2013 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMTHERA PHARMACEUTICALS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Omthera Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY |
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| April 1, 2013 |
Exhibit 4.4 THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONA |
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| April 1, 2013 |
Exhibit 3.3 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OMTHERA PHARMACEUTICALS, INC. a Delaware corporation Omthera Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Omthera Pharmaceuticals, Inc. The date of the filing of its original Certificate of |
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| April 1, 2013 |
Exhibit 1.1 OMTHERA PHARMACEUTICALS, INC. (A Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [ · ], 2013 OMTHERA PHARMACEUTICALS, INC. (A Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT [ · ], 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pier |
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| April 1, 2013 |
As filed with the Securities and Exchange Commission on April 1, 2013 Registration No. |
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| April 1, 2013 |
Exhibit 10.17 OMTHERA PHARMACEUTICALS, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Omthera Pharmaceuticals, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals |
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| April 1, 2013 |
OMTHERA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT Exhibit 10.14 OMTHERA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order |
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| April 1, 2013 |
COMMERCIAL SUPPLY AGREEMENT (Epanova™ Softgels) Exhibit 10.7 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL SUPPLY AGREEMENT (Epanova™ Softgels) This Commercial Supply Agreement (“Agreement”) is made as of this 16th day of July, 2012 (“Effective Date”), by and between Omthera Pharmaceuticals, Inc., a |
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| April 1, 2013 |
Exhibit 10.18 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 29, 2013 and is entered into by and between OMTHERA PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”). RECITALS A. Borrower has re |
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| March 28, 2013 |
March 27, 2013 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. |
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| March 28, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Omthera Pharmaceuticals, Inc. |
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| March 28, 2013 |
AMENDMENT NO. 9 TO LICENSE AGREEMENT Exhibit 10.16 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 AMENDMENT NO. 9 TO LICENSE AGREEMENT This AMENDMENT NO. 9 TO LICENSE AGREEMENT (the “Amendment”) is made and entered into as of 27 March, 2013, by and between Chrysalis Pharma AG, a corporation duly esta |
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| March 27, 2013 |
Confidential Treatment Requested by Omthera Pharmaceuticals, Inc. OMTH-0001 Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 March 27, 2013 FOIA Confidential Treatment Request The entity requesting confidential treatment is Omthera Pharmaceuticals, Inc. 707 State Road Princeton, NJ 08540 Attn: Gerald L. Wisler, President and Chief Executive Off |
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| March 11, 2013 |
AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT Exhibit 10.13 AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT (this “Agreement”), made as of November 13, 2009 by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Davidson (the “Stockholder”). WHEREAS, pursuant to the Stock Purchase and Restriction Agreement dated as of Ja |
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| March 11, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Omthera Pharmaceuticals, Inc. |
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| March 11, 2013 |
OMTHERA PHARMACEUTICALS 2010 STOCK OPTION PLAN Exhibit 10.2 OMTHERA PHARMACEUTICALS 2010 STOCK OPTION PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Omthera Pharmaceuticals 2010 Stock Option Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons (including prospective employees, but conditioned on their employment) of Omth |
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| March 11, 2013 |
Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 13th day of November, 2009, by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gerald Wisler (the “Executive”). WITNESSETH: The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and condit |
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| March 11, 2013 |
EXHIBIT 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 2nd day of August, 2011, by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Chris Schade (the “Executive”). WITNESSETH: The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and condition |
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| March 11, 2013 |
AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT EX-10.12 10 a2213342zex-1012.htm EX-10.12 Exhibit 10.12 AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AND RESTRICTION AGREEMENT (this “Agreement”), made as of November 13th, 2009 by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Gerald Wisler (the “Stockholder”). WHEREAS, pursuant to the Stock Purchase |
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| March 11, 2013 |
Exhibit 10.4 1/17/2012 Tenant: OMTHERA PHARMACEUTICALS, INC. Premises: 7,841 rentable square feet on second floor AMENDED AND RESTATED LEASE THIS LEASE (“Lease”) is entered into as of the 17th day of January, 2012, between McCARTHY ASSOCIATES LIMITED, a New Jersey limited partnership (“Landlord”) and OMTHERA PHARMACEUTICALS, INC., a corporation of the State of Delaware (“Tenant”). In consideration |
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| March 11, 2013 |
OMTHERA PHARMACEUTICALS, INC. SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.3 THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS NOTE NOR ANY OF THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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| March 11, 2013 |
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 10th day of June, 2011, by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Ben Machielse (the “Executive”). WITNESSETH: The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and condition |
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| March 11, 2013 |
OMTHERA PHARMACEUTICALS, INC. WARRANT TO PURCHASE STOCK Exhibit 4.2 THIS WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 193 |
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| March 11, 2013 |
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of the 3rd day of October, 2011, by and between Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Davidson, M.D. (the “Executive”). WITNESSETH: The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and |
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| March 11, 2013 |
OMTHERA PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.15 OMTHERA PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2013, by and among Omthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedule I (the “Schedule of Purchasers”) (e |
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| March 11, 2013 |
Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 March 8, 2013 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporate Finance Mail Stop 4561 100 F. Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler Re: Omthera Pharmaceuticals, Inc. Confidential Draft Registration Statement on Form S-1 |
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| February 25, 2013 |
QuickLinks - Click here to rapidly navigate through this document SUBMITTED CONFIDENTIALLY TO THE SECURITIES AND EXCHANGE COMMISSION AS AMENDMENT NO. |
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| February 25, 2013 |
Exhibit 10.7 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL SUPPLY AGREEMENT (Epanova™ Softgels) This Commercial Supply Agreement (“Agreement”) is made as of this 16th day of July, 2012 (“Effective Date”), by and between Omthera Pharmaceuticals, Inc., a |
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| February 25, 2013 |
Exhibit 10.6 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Intermediate Feedstock Supply Agreement Date: 12 March 2012 ***Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Req |
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| February 25, 2013 |
Exhibit 10.3 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Omthera Pharmaceuticals, Inc. License Agreement between PVT Polyver Trust AG and Omthera Pharmaceuticals, Inc. November 13, 2009 ***Text Omitted and Filed Separately with the Securities and Exchange Commi |
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| February 25, 2013 |
EXHIBIT 10.5 EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the “Agreement”) is as entered into as of this 1st day of March, 2012 (“Effective Date”) between Omthera Pharmaceuticals, Inc., a corporation organized under the la |
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| January 25, 2013 |
Table of Contents As filed with the Securities and Exchange Commission on , 2013 Registration No. |
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| January 25, 2013 |
Edward A. King 617.570.1346 [email protected] Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 January 25, 2013 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 RE: Confidential Submission of Omthera Pharmaceuticals, Inc. Registration Statement on |
