Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
SOMAXON PHARMACEUTICALS, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

420 STEVENS AVENUE
SUITE 210
SOLANA BEACH, CA 92075
Phone Number: subscription required

Item 3. Related Persons

Name
RICHARD W. PASCOE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID F. HALE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
TERRELL A. COBB
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL L. EAGLE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KURT VON EMSTER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ERLE T. MAST
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JESSE I. TREU
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KURT C. WHEELER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
THOMAS G. WIGGANS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JEFFREY W. RASER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
BRIAN T. DORSEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MATTHEW W. ONAITIS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

PHARMACEUTICALS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
07/08/2009

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
5999990
Total Amount Sold
5999990
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
16

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
SOMAXON PHARMACEUTICALS, INC.
Issuer Signature
/S/ MATTHEW W. ONAITIS
Signer Name
MATTHEW W. ONAITIS
Signer Title
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
Signature Date
07/14/2009
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