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
PETER FLYNN
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
DEBORAH JORN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JASON KEYES
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:
02/23/2017

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

  • 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 13. Offering and Sales Amounts

Total Offering Amount
49597000
Total Amount Sold
49597000
Total Remaining to be Sold
0
Clarification of Response
ISSUANCE OF $49,597,000 IN ORIGINAL PRINCIPAL AMOUNT OF 2.75% CONVERTIBLE EXCHANGE SENIOR NOTES DUE 2020 (THE NEW NOTES) IN EXCHANGE FOR $49,597,000 IN ORIGINAL PRINCIPAL AMOUNT OF 2.75% CONVERTIBLE SENIOR NOTES DUE 2020 (THE EXISTING NOTES).

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:
9

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
1552920.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
REPRESENTS A FEE OF $1,477,916 AND $75,000 OF EXPENSES.

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
03/02/2017

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