Prospectus Filed Pursuant to Rule 424(b)(7) (424b7)
April 16 2015 - 6:10AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-181672
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated
June 11, 2012)
4,202,443 Shares
Common Stock
This prospectus
supplement no. 1 amends and supplements the prospectus dated June 11, 2012, relating to the resale by certain selling stockholders of shares of our common stock issuable upon exercise of the warrants issued to those selling stockholders
pursuant to the Warrant Purchase Agreement.
You should read this prospectus supplement no. 1 in conjunction with the prospectus. This
prospectus supplement no. 1 is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to it. This prospectus supplement no. 1 is qualified by reference to the
prospectus, except to the extent that the information provided by this prospectus supplement no. 1 supersedes information contained in the prospectus.
You should
consider carefully the risk factors beginning on page 4 of the prospectus as well as the risk factors relating to our business that are incorporated by reference in the prospectus before investing in the shares of common stock issuable upon exchange
of the debentures.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement no. 1. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement no. 1 is April 16, 2015.
SELLING STOCKHOLDERS
The following information is provided to amend and supplement the selling stockholders table in the prospectus to reflect the addition of
certain selling stockholders and to register additional shares for certain selling stockholders previously listed in the prospectus or any amendments or supplements thereto. The information set forth below is based upon information provided by or on
behalf of those selling stockholders. The percentages of shares owned after the offering are based on 107,721,561 shares of our common stock outstanding as of March 31, 2015. Beneficial ownership is determined in accordance with the rules
of the SEC, and includes voting and investment power with respect to the shares.
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Name of Beneficial Owner(1) |
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Shares of Common Stock Owned Prior to Offering(2) |
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Number of Shares Being Offered |
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Shares of Common Stock Owned After Offering(2)(3) |
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Number |
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Percent |
Douglas DeVivo(4) |
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1,013,137 |
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35,000 |
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978,137 |
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* |
* |
Less than 1% of our outstanding common stock. |
(1) |
Additional selling stockholders not named in this prospectus supplement no. 1 or the prospectus, including any amendments or supplements thereto, will not be
able to use this prospectus supplement no. 1 and the prospectus, including any amendments or supplements thereto, for resales until they are named in the selling stockholders table by prospectus supplement or post-effective amendment.
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(2) |
Beneficial ownership is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock
ownership, that is, stock held in the persons name. The term also includes what is referred to as indirect ownership, meaning ownership of shares as to which a person has or shares investment power. |
(3) |
Assumes that all shares being registered in this prospectus supplement no. 1 and the prospectus, including any amendments or supplements thereto, are resold to third
parties and that with respect to a particular selling stockholder, such selling stockholder sells all shares of common stock registered under this prospectus supplement no. 1 and the prospectus, including any amendments or supplements thereto, held
by such selling stockholder. |
(4) |
Consists of (a) 503,000 shares held of record by the DeVivo Asset Management Co. LLC, Money Purchase Plan, or Plan, (b) 377,137 shares held of record
by the DeVivo Survivors Trust, (c) 100,000 held by Alce Partners, LLP, or Alce, of which Mr. DeVivo is a General Partner, and (d) 33,000 shares held in various trusts for the benefit of Mr. DeVivo and his children.
Mr. DeVivo is the Trustee of the Plan, the DeVivo Survivors Trust and the individual trusts and may be deemed to have voting and investment power over the shares held by each of these entities. As a General Partner of Alce,
Mr. DeVivo is deemed to have voting and investment power over the shares held by that entity. |
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