Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-141881
Prospectus
Supplement No. 5
(to
Prospectus dated May 15, 2007)
This
Prospectus Supplement No. 5 supplements and amends the prospectus dated
May 15, 2007, as supplemented to date, which we refer to as the Prospectus.
The Prospectus relates to the sale from time to time of up to 6,892,527 shares
of common stock of Corcept Therapeutics Incorporated by certain selling
stockholders. We will not receive any of the proceeds from the sale
of shares by the selling stockholders.
On
August
21, 2007, we filed with the Securities and Exchange Commission a Current
Report
on Form 8-K announcing that, on August 16, 2007, we entered into a Common
Stock Purchase Agreement, which we refer to as the agreement, with the
purchasers named therein, a copy of which was filed as Exhibit 10.1 to the
Form
8-K filed on August 21, 2007. Pursuant to the agreement, we agreed to sell
an
aggregate of 4,790,473 shares of our common stock to the purchasers at a
price
of $2.10 per share, for aggregate proceeds of approximately $10.1
million.
We
completed the initial closing of the offering on August 17, 2007, selling
3,599,997 shares of common stock, par value $0.001, at the purchase price
of
$2.10 per share for proceeds of $7.6 million. The purchasers in the
initial closing included Paperboy Ventures LLC, Sutter Hill Ventures and
Alta
Partners LLP, all venture capital firms that are currently significant
stockholders. The purchasers also included G. Leonard Baker, Jr.,
Joseph C. Cook, Jr., David L. Mahoney and James N. Wilson, who are members
of
our board of directors, and other qualified investors. Allen Andersson, a
member
of our board of directors, is the chairman of Paperboy Ventures. Mr.
Baker is a partner and managing director of Sutter Hill
Ventures. Alix Marduel, M.D., a member of our board of directors, is
a managing director of Alta Partners.
On
September 25, 2007, we filed with the Securities and Exchange Commission
a
Current Report on Form 8-K announcing that on September 24, 2007, after
receiving approval at a special meeting of stockholders, we completed the
second
closing under the agreement, selling an additional 1.2 million shares of
common
stock at the purchase price of $2.10 per share to Paperboy Ventures LLC for
additional proceeds of $2.5 million, fulfilling its remaining commitment
to
purchase shares.
This
Prospectus Supplement No. 5 should be read in conjunction with, and
delivered with, the Prospectus and is qualified by reference to the Prospectus
except to the extent that the information in this Prospectus Supplement
No. 5 supersedes the information contained in the Prospectus.
Our
common stock is traded on the Nasdaq Capital Market under the symbol “CORT.” On
September 25, 2007, the closing price of our common stock was
$4.54.
Investing
in our common stock involves risk. See “Risk Factors” beginning on page 4
of the Prospectus and on page 20 of our Form 10-Q for the quarter ended June
30,
2007, which was filed with Prospectus Supplement No. 2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if the Prospectus
or
this Prospectus Supplement No. 5 are truthful or complete. Any
representation to the contrary is a criminal offense.
The
date
of this Prospectus Supplement No. 5 is September 26, 2007.
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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. |
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Date
of Report: September 24, 2007
(Date of earliest event reported) |
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Corcept
Therapeutics Incorporated
(Exact name of registrant as specified in its charter) |
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DE
(State or other jurisdiction of incorporation) |
000-50679
(Commission File Number) |
77-0487658
(IRS Employer Identification Number) |
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149
Commonwealth Drive, Menlo Park, CA
(Address of principal executive offices) |
94025
(Zip Code) |
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650-327-3270 (Registrant's telephone number, including area code) |
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Not
Applicable
(Former Name or Former Address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
- o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
- o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a Material Definitive
Agreement
On August 16, 2007, Corcept Therapeutics Incorporated (the "Company") entered into a Common Stock Purchase Agreement (the "Agreement") with the purchasers named therein (the "Purchasers"). Pursuant to the Agreement, the Company agreed to sell an aggregate of 4,790,473 shares of common stock, par value $0.001, to the Purchasers at a price of $2.10 per share, for aggregate proceeds of approximately $10.1 million (the "Offering"). The Company completed the initial closing of the Offering on August 17, 2007, selling 3,599,997 shares of common stock, par value $0.001, at the purchase price of $2.10 per share for gross proceeds of $7.6 million. The Purchasers in the initial closing included Paperboy Ventures, LLC, Sutter Hill Ventures and Alta Partners, LLP, all venture capital firms that are currently significant shareholders of the Company. The Purchasers also included G. Leonard Baker, Jr., Joseph C. Cook, Jr., David L. Mahoney and James N. Wilson, who are members of the Company's board of directors, and other qualified investors. Allen Andersson, a member of the Company's board of directors, is the chairman of Paperboy Ventures. Mr. Baker is a partner and managing director of Sutter Hill Ventures. Alix Marduel, M.D., a member of the Company's board of directors, is a managing director of Alta Partners. On September 24, 2007, after receiving approval at a special meeting of stockholders, the Company completed the second closing under the agreement selling an additional 1,190,476 shares of common stock, par value $0.001, at the purchase price of $2.10 per share to Paperboy Ventures LLC for additional proceeds of $2.5 million. The financing is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) the Securities Act of 1933, as amended, and Regulation D under the Securities Act of 1933, as amended. The securities sold and issued in connection with the Agreement have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. As part of the transaction, the Company has agreed to file a registration statement with the Securities and Exchange Commission for purposes of registering the resale of certain of the share of common stock issued in the private placement within two business days following the filing of its Form 10-K for its fiscal year ending December 31, 2007. The foregoing description of the transaction is only a summary and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Form 8-K filed on August 21, 2007, and which is hereby incorporated herein by reference. Item 3.02. Unregistered Sales of Equity
Securities
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference. Item 8.01. Other Events
On September 25, 2007, the Company issued the press release attached hereto as Exhibit 99.1 regarding the transaction described in this report. Item 9.01. Financial Statements and
Exhibits
(a) Financial statements: None (b) Pro forma financial information: None (c) Shell company transactions: None (d) Exhibits 99.1
Press Release of Corcept Therapeutics Incorporated dated September
25,
2007
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be
signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: September 25, 2007 |
CORCEPT THERAPEUTICS INCORPORATED
By: /s/ Anne LeDoux
Anne LeDoux Vice President & Controller |
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Exhibit
No.
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Description
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99.1
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Press
Release of Corcept Therapeutics Incorporated dated
September 25, 2007
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Corcept Therapeutics Completes Second Closing Under August Private
Equity Financing Agreement
MENLO PARK, CA -- 09/25/2007 -- Corcept Therapeutics Incorporated (NASDAQ:
CORT) today announced the successful completion of the second closing as
part of
the private placement financing agreement dated August 16, 2007.
On August 20, 2007, the Company announced that it had entered into a
financing agreement to sell a total of approximately 4.8 million shares of
its
common stock at a price of $2.10 per share, pursuant to a definitive agreement
dated as of August 16, 2007 entered into with accredited investors. The Company
completed the initial closing of the financing on August 17, 2007, selling
approximately 3.6 million shares of its common stock at the purchase price
of
$2.10 per share for proceeds of $7.6 million. The investors in the initial
closing included Paperboy Ventures LLC, who is currently the largest shareholder
of Corcept, Sutter Hill Ventures and Alta Partners, LLP, venture capital
firms
that are currently significant shareholders in Corcept, and various entities
and
individuals related to these firms, members of the Corcept Board of Directors,
Joseph C. Cook, Jr., David L. Mahoney, G. Leonard Baker and James N. Wilson,
and
other accredited investors.
On September 24, 2007, after receiving approval at a special meeting
of
stockholders, the Company completed the second closing under this financing
agreement, selling an additional 1.2 million shares of common stock at the
purchase price of $2.10 per share to Paperboy Ventures LLC to fulfill its
remaining commitment for additional proceeds of $2.5 million. After completing
this second closing, gross proceeds to Corcept as a result of this financing
round totaled $10.1 million.
Corcept intends to use the proceeds of this financing to conduct the
next
Phase 3 clinical trial evaluating CORLUX® for the treatment of the psychotic
features of psychotic depression, to conduct studies to extend and confirm
the
results of its recent study of CORLUX for the management of
antipsychotic-induced weight gain, to continue development of its new chemical
entities and for general corporate purposes, including working capital.
The securities sold and issued in connection with the private placement
have not been registered under the Securities Act of 1933, as amended, or
any
state securities laws and may not be offered or sold in the United States
absent
registration with the Securities and Exchange Commission or an applicable
exemption from the registration requirements. As part of the transaction,
Corcept has agreed to file a registration statement with the Securities and
Exchange Commission for purposes of registering the resale of all of the
common
stock issued in the private placement within two business days following
the
filing of its Form 10-K for its fiscal year ending December 31, 2007.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state
in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
Any
offering of Corcept Therapeutics Incorporated common stock under the resale
registration statement will be made only by means of a prospectus.
Statements made in this news release, other than statements of historical
fact, are forward-looking statements. Such statements include, without
limitation, the intended use of the proceeds from the offering and the projected
date for the filing of a registration statement for resale of the shares
that
have been sold. Forward-looking statements are subject to a number of known
and
unknown risks and uncertainties that might cause actual results to differ
materially from those expressed or implied by such statements. These and
other
risk factors are set forth in the Company's SEC filings, all of which are
available from our website (www.corcept.com) or from the SEC's website
(www.sec.gov). We disclaim any intention or duty to update any forward-looking
statement made in this news release.
CONTACT: Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics 650-327-3270 IR@corcept.com www.corcept.com