Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
OREXIGEN THERAPEUTICS, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

3344 N. TORREY PINES CT.
SUITE 200
LA JOLLA, CA 92037
Phone Number: subscription required

Item 3. Related Persons

Name
MICHAEL NARACHI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
THOMAS LYNCH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
THOMAS CANNELL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PRESTON KLASSEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
HEATHER ACE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
LOUIS C BOCK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BRIAN H. DOVEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID J ENDICOTT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PETER K HONIG
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PATRICK J MAHAFFY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LOTA S ZOTH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ECKARD WEBER
Address
subscription required
Relationship(s)
  • DIRECTOR
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:
03/21/2016

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
  • Debt
  • 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 12. Sales Compensation

Recipient
LEERINK PARTNERS LLC
Recipient CRD Number
39011
(Associated) Broker or Dealer)
LEERINK PARTNERS LLC
(Associated) Broker or Dealer CRD Number
39011
Address
1 FEDERAL STREET, 37TH FL
BOSTON, MA 02110
States of Solicitation
  • CA
  • IL
  • MD
  • MA
  • NJ
  • NY

Item 13. Offering and Sales Amounts

Total Offering Amount
329999991
Total Amount Sold
165000000
Total Remaining to be Sold
164999991
Clarification of Response
THE TOTAL OFFERING AMOUNT INCLUDES THE AGGREGATE MAXIMUM EXERCISE PRICE OF WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF THE ISSUER. SUCH WARRANTS HAVE NOT YET BEEN EXERCISED.

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:
21

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
4950000.0
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
OREXIGEN THERAPEUTICS, INC.
Issuer Signature
/S/ THOMAS LYNCH
Signer Name
THOMAS LYNCH
Signer Title
EVP, GENERAL COUNSEL AND SECRETARY
Signature Date
03/28/2016

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