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):
March 30, 2007
Corcept
Therapeutics Incorporated
(Exact
name of registrant as specified in its charter)
000-50679
(Commission
File Number)
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Delaware
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77-0487658
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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149
Commonwealth Drive
Menlo
Park, CA 94025
(Address
of principal executive offices, with zip code)
(650)
327-3270
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
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 (see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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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
March
30, 2007, Corcept Therapeutics Incorporated (the “Company”) entered into a
Common Stock Purchase Agreement (the “Agreement”) with the purchasers named
therein (the “Purchasers”), a copy of which is filed as Exhibit 10.1 hereto.
Pursuant to the Agreement, the Company sold an aggregate of 9,000,000 shares
of
common stock, par value $0.001, to the Purchasers at a price of $1.00 per
share,
for aggregate proceeds of $9,000,000 (the “Offering”). The Company completed the
Offering on March 30, 2007. The Purchasers 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., James A. Harper, David L. Mahoney,
Alan F. Schatzberg, M.D. and James N. Wilson, who are members of the Company’s
board of directors, and other qualified investors. Mr. Baker is a partner
at
Sutter Hill Ventures.
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.
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 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, 2006.
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 is filed as Exhibit
10.1 hereto, 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 Information
On
March
30, 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.
(c)
Exhibits. The following material is filed as an exhibit to this Current Report
on Form 8K:
10.1
Common Stock Purchase Agreement dated as of March 30, 2007
99.1
Press Release of Corcept Therapeutics Incorporated dated March 30,
2007
SIGNATURES
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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CORCEPT
THERAPEUTICS INCORPORATED
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Date:
April 3, 2007
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By:
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/s/
Fred Kurland
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Fred
Kurland
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Chief
Financial Officer
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Exhibit
Index
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Exhibit
No.
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Description
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Common
Stock Purchase Agreement dated as of March 30, 2007
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Press
Release of Corcept Therapeutics Incorporated dated March 30,
2007
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