Filed Pursuant to Rule 424(b)(5)
Registration No. 333-195084
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 17, 2014)
$30,000,000
Common Stock
We
have entered into an at market issuance sales agreement, or sales agreement, with MLV & Co. LLC, or MLV, relating
to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms
of the sales agreement, we may offer and sell shares of our common stock from time to time through MLV having an aggregate offering
price of up to $30.0 million.
Our
common stock is listed on The NASDAQ Capital Market under the symbol “THLD.” On July 28, 2014, the last reported sale
price of our common stock on The NASDAQ Capital Market was $4.06 per share.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be
“at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including
sales made directly on or through The NASDAQ Capital Market, the existing trading market for our common stock, sales made to or
through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. MLV will act as a sales
agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between
MLV and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The
compensation to MLV for sales of common stock sold pursuant to the sales agreement is an aggregate of up to 3.0% of the gross proceeds
of the sales price per share. In connection with the sale of the common stock on our behalf, MLV may be deemed to be an “underwriter”
within the meaning of the Securities Act of 1933, as amended, and the compensation of MLV may be deemed to be underwriting commissions
or discounts. We have also agreed to provide indemnification and contribution to MLV with respect to certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
Investing
in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under
the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, and under similar headings
in the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and accompanying
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this
prospectus supplement is August 1, 2014.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you
to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference
as described under the heading “Incorporation of Certain Information by Reference” in this prospectus supplement. These
documents contain important information that you should consider when making your investment decision.
This document is in two parts. The first
part is this prospectus supplement, which describes the specific terms of the offering of the common stock and also adds to, and
updates information contained in, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated
by reference into the accompanying prospectus, provides more general information, some of which may not apply to this offering.
Generally, when we refer to this prospectus supplement, we are referring to the combined document consisting of this prospectus
supplement and the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference
into the accompanying prospectus that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus
supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these
documents is inconsistent with a statement in another document having a later date — for example, a document incorporated
by reference into this prospectus supplement or accompanying prospectus — the statement in the document having the later
date modifies or supersedes the earlier statement.
You should rely only on the information
contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus and in any free writing
prospectus that we may authorize for use in connection with this offering. We have not, and MLV has not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and MLV is not, making an offer to sell or soliciting an offer to buy our common stock in any jurisdiction in
which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and
the accompanying prospectus, and in any free writing prospectus that we may authorize for use in connection with this offering,
is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects
may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we may authorize
for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider
the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference.”
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain
information about us, this offering and selected information contained elsewhere in or incorporated by reference into this
prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the
information that you should consider before deciding whether to invest in our common stock. For a more complete understanding
of our company and this offering, we encourage you to read and consider carefully the more detailed information in this
prospectus supplement and the accompanying prospectus, including the information incorporated by reference into this
prospectus supplement and the accompanying prospectus, and the information included in any free writing prospectus that we
have authorized for use in connection with this offering, including the information contained in and incorporated by
reference under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, and under similar
headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus
supplement.
Threshold Pharmaceuticals, Inc. Overview
We are a biotechnology
company using our expertise in the tumor microenvironment to discover and develop therapeutic agents that selectively target tumor
cells for the treatment of patients living with cancer. Our lead investigational small molecule, TH-302, is actively being evaluated
in multiple clinical trials. We have a global license and co-development agreement for TH-302 with Merck KGaA, Darmstadt,
Germany, with an option to co-commercialize in the United States.
TH-302 was invented
by our scientists based on our hypoxia-targeted therapeutics technology. Hypoxia, or abnormally low oxygen concentration, is a
common feature of the tumor microenvironment in most solid tumors and in the bone marrow of patients with some hematological malignancies
(also known as blood cancers, for example, leukemias and multiple myeloma). Tumor hypoxia is associated with the development of
resistance to traditional anticancer treatments, including chemotherapy and radiotherapy, enhanced metastatic potential, and ultimately
treatment failure.
We believe that
by virtue of targeting tumor hypoxia, TH-302 may have broad clinical applicability across many types of solid tumors and some hematological
malignancies. To explore this broad therapeutic potential of TH-302, we are conducting multiple clinical trials to evaluate its
safety and efficacy as monotherapy and in combination with currently marketed anticancer drugs, including traditional chemotherapeutic
agents and antiangiogenic agents.
We have devoted
substantially all of our resources to the research and development of our product candidates. We have not generated any revenue
from the commercial sales of our product candidates since our inception and do not expect to generate any revenue from the commercial
sales of our product candidates in the immediate term. We expect to continue to devote substantial resources to research and development
in future periods as we complete our current clinical trials, start additional clinical trials under our collaboration with Merck
KGaA, Darmstadt, Germany or on our own, and continue our discovery efforts.
Company Information
We were incorporated
in Delaware on October 17, 2001. Our principal executive offices are located at 170 Harbor Way Suite 300, South San Francisco
94080. Our telephone number is (650) 474-8200. Our website is located at www.thresholdpharm.com. Information found on, or
accessible through, our website is not a part of, and is not incorporated into, this prospectus supplement or the accompanying
prospectus, and you should not consider it part of this prospectus supplement or the accompanying prospectus. Our website address
is included in this document as an inactive textual reference only.
“Threshold,”
“Threshold Pharmaceuticals,” the “Company,” “we,” “us” and “our” refer
to Threshold Pharmaceuticals, Inc. Threshold Pharmaceuticals, Inc., our logo and Metabolic Targeting are our trademarks. Other
trademarks, trade names and service marks included or incorporated by reference in this prospectus and any prospectus supplement
are the property of their respective owners.
The Offering
Common stock offered by us pursuant to this prospectus supplement
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Shares of common stock having an aggregate offering price of up to $30,000,000.
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Manner of offering
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“At the market” offering made from time to time through our sales agent, MLV. See “Plan of Distribution”
beginning on page S-7 of this prospectus supplement.
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Use of proceeds
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We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, including research and development expenses, general and administrative expenses and manufacturing expenses. See “Use of Proceeds” on page S-5 of this prospectus supplement.
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NASDAQ Capital Market Symbol
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Our common stock is listed on The NASDAQ Capital Market under the symbol “THLD”.
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Risk factors
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Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated
by reference under the heading “Risk Factors” on page S-3 of this prospectus supplement and under similar headings
in the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement
and the accompanying prospectus, together with the other information included in or incorporated by reference into this prospectus
supplement and the accompanying prospectus, before deciding whether to invest in our common stock.
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RISK FACTORS
Investing in our common stock involves
a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties
described below and discussed under the section entitled “Risk Factors” contained in our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2014, which are incorporated by reference into this prospectus
supplement and the accompanying
prospectus in their entirety, as updated or superseded by the risks and uncertainties described under similar headings in the other
documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying
prospectus, together with other information in this prospectus
supplement and the accompanying prospectus, the documents
incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering. The risks
described in these documents are not the only ones we face, but those that we consider to be material. There may be other
unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects
on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends
should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business,
financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common
stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled
“Forward-Looking Statements.”
Additional Risks Related to This Offering
Management will have broad discretion as to the use of
the proceeds from this offering and may not use the proceeds effectively.
Because we have not designated the amount
of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application
of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering.
Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
You may experience immediate and substantial dilution.
The offering prices per share in this offering
may exceed the net tangible book value per share of our common stock. Assuming that an aggregate of 7,389,163 shares of our common
stock are sold at a price of $4.06 per share pursuant to this prospectus supplement and the accompanying prospectus, which was
the last reported sale price of our common stock on The NASDAQ Capital Market on July 28, 2014, for aggregate gross proceeds of
$30.0 million, after deducting commissions and estimated aggregate offering expenses payable by us, you would experience immediate
dilution of $4.05 per share, representing the difference between our as adjusted net tangible book value per share as of June 30,
2014 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and warrants
may result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration
of the dilution you would incur if you participate in this offering.
You may experience future dilution as a result of future
equity offerings.
In order to raise additional capital, we
may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common
stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors
purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at
which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions
may be higher or lower than the price per share paid by any investors in this offering.
We do not intend to pay dividends in the foreseeable future.
We have never paid cash dividends on our
common stock and currently do not plan to pay any cash dividends in the foreseeable future.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying
prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we
have authorized for use in connection with this offering contain “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These
statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but
are not limited to, statements about:
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the clinical development of TH-302 and its expected uses and benefits;
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anticipated clinical developmental events for TH-302, including the timing of the commencement, conduct and completion of clinical
trials for TH-302 and the timing of any efficacy and/or safety analyses from ongoing trials;
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anticipated milestone payments from Merck KGaA;
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the success of any clinical trials that we and/or Merck KGaA commence;
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our and Merck KGaA’s potential receipt of regulatory approvals, and our and Merck KGaA’s satisfaction of ongoing
regulatory review;
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whether any product candidates that we and/or Merck KGaA are able to commercialize are safer or more effective than other marketed
products, treatments or therapies;
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uncertainties associated with obtaining and enforcing patents and other intellectual property rights;
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the costs and timing of obtaining drug supply for our pre-clinical and clinical activities;
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anticipated expenses, including clinical trial, research and development and personnel costs;
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the anticipated sufficiency of our cash resources and our need for additional capital;
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our projected financial performance;
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the clinical development of [18-F]-HX4 and its expected uses and benefits; and
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the use of proceeds from this offering.
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In some cases, you can identify
forward-looking statements by terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “would,” “will” and similar
expressions intended to identify forward-looking statements. These statements reflect our current views with respect to
future events, are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. We discuss in greater detail, and incorporate by reference into
this prospectus supplement in their entirety, many of these risks and uncertainties under the headings “Risk
Factors” on page S-3 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014, which is incorporated herein by reference, as may be updated or superseded by the risks
and uncertainties described under similar headings in the other documents that are filed after the date hereof and
incorporated by reference into this prospectus supplement. Also, these forward-looking statements represent our estimates and
assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no
obligation to update or revise any forward-looking statements to reflect new information or future events or developments.
Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in
such forward-looking statements.
You should read this prospectus supplement,
the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus
that we have authorized for use in connection with this offering completely and with the understanding that our actual future results
may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by
these cautionary statements.
USE OF PROCEEDS
Except as described in any free writing
prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from this offering, if any,
for working capital and general corporate purposes, including research and development expenses, general and administrative expenses
and manufacturing expenses.
The amounts and timing of our use of the
net proceeds from the sale of securities in this offering will depend on a number of factors, such as the timing and progress of
our and Merck KGaA’s clinical trials of TH-302 and our research and development efforts, the timing and progress of any partnering
efforts, technological advances and the competitive environment for our product candidates. As of the date of this prospectus supplement,
we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management
will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds as described
above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments.
DIVIDEND POLICY
To date, we have paid no cash dividends
to our stockholders, and we do not intend to pay cash dividends in the foreseeable future.
DILUTION
If you invest in this offering, your ownership
interest will be diluted to the extent of the difference between the public offering price per share and the as adjusted net tangible
book value (deficit) per share after giving effect to this offering. We calculate net tangible book value (deficit) per share by
dividing the net tangible book value (deficit), which is tangible assets less total liabilities, by the number of outstanding shares
of our common stock. Dilution represents the difference between the portion of the amount per share paid by purchasers of shares
in this offering and the as adjusted net tangible book value (deficit) per share of our common stock immediately after giving effect
to this offering. Our net tangible book value (deficit) as of June 30, 2014 was approximately $(28.3) million, or $(0.48) per share.
After giving effect to the sale of our
common stock pursuant to this prospectus supplement and accompanying prospectus in the aggregate amount of $30.0 million at an
assumed offering price of $4.06 per share, the last reported sale price of our common stock on The NASDAQ Capital Market on July
28, 2014, and after deducting commissions and estimated aggregate offering expenses payable by us, our net tangible book value
(deficit) as of June 30, 2014 would have been $0.9 million, or $0.01 per share of common stock. This represents an immediate
increase in the net tangible book value (deficit) of $0.49 per share to our existing stockholders and an immediate dilution in
net tangible book value (deficit) of $4.05 per share to new investors. The following table illustrates this per share dilution:
Assumed offering price per share
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$
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4.06
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Net tangible book value (deficit) per share as of June 30, 2014
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$
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(0.48
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Increase per share attributable to new investors
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$
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0.49
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As adjusted net tangible book value (deficit) per share as of June 30, 2014, after giving effect to this offering
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$
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0.01
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Dilution per share to new investors purchasing shares in this offering
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$
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4.05
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The table above assumes for illustrative
purposes that an aggregate of 7,389,163 shares of our common stock are sold pursuant to this prospectus supplement and the accompanying
prospectus at a price of $4.06 per share, the last reported sale price of our common stock on The NASDAQ Capital Market on July
28, 2014, for aggregate gross proceeds of $30.0 million. The shares sold in this offering, if any, will be sold from time to time
at various prices. An increase of $0.50 per share in the price at which the shares are sold from the assumed offering price of
$4.06 per share shown in the table above, assuming all of our common stock in the aggregate amount of $30.0 million is sold at
that price, would result in an adjusted net tangible book value (deficit) per share after the offering of $0.01 per share and would
increase the dilution in net tangible book value (deficit) per share to new investors in this offering to $4.55 per share, after
deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.50 per share in the price at which
the shares are sold from the assumed offering price of $4.06 per share shown in the table above, assuming all of our common stock
in the aggregate amount of $30.0 million is sold at that price, would result in an adjusted net tangible book value (deficit) per
share after the offering of $0.01 per share and would decrease the dilution in net tangible book value (deficit) per share to new
investors in this offering to $3.55 per share, after deducting commissions and estimated aggregate offering expenses payable by
us. This information is supplied for illustrative purposes only.
The above discussion and table are based
on 59,365,233 shares of our common stock issued and outstanding as of June 30, 2014 and excludes the following:
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8,160,863 shares of our common stock issuable upon the exercise of options outstanding as of June 30, 2014, having a weighted-average
exercise price of $3.69 per share;
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4,287,940 shares of our common stock issuable upon the exercise of warrants outstanding as of June 30, 2014, having an exercise
price of $2.05 per share;
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3,993,783 shares of our common stock issuable upon the exercise of warrants outstanding as of June 30, 2014, having an exercise
price of $2.46 per share; and
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an aggregate of 4,708,128 shares of our common stock reserved for future issuance as of June 30, 2014 under our 2014 Equity
Incentive Plan and 2004 Employee Stock Purchase Plan.
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PLAN OF DISTRIBUTION
We
have entered into an At Market Issuance Sales Agreement, or sales agreement, with MLV & Co. LLC, or MLV, under
which we may issue and sell shares of our common stock having aggregate sales proceeds of up to $30.0 million from time to time
through MLV acting as agent.
Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus
may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities
Act of 1933, as amended, including sales made directly on or through The NASDAQ Capital Market, the existing trading market for
our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at
market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted
by law.
Each
time we wish to issue and sell common stock under the sales agreement, we will notify MLV of the number of shares to be issued,
the dates on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have
so instructed MLV, unless MLV declines to accept the terms of such notice, MLV has agreed to use its commercially reasonable efforts
consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations
of MLV under the sales agreement to sell our common stock are subject to a number of conditions that we must meet.
The
settlement between us and MLV is generally anticipated to occur on the third trading day following the date on which the sale was
made. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository
Trust Company or by such other
means as we and MLV may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
We
will pay MLV a commission equal to an aggregate of up to 3.0% of the gross proceeds we receive from the sales of our common stock.
We also agreed to reimburse MLV for legal expenses incurred by it up to $25,000 in the aggregate. Because there is no minimum offering
amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us,
if any, are not determinable at this time. In connection with the sale of the common stock on our behalf, MLV may, and will with
respect to sales effected in an “at the market offering,” be deemed to be an “underwriter” within the meaning
of the Securities Act of 1933, as amended, and the compensation of MLV may, and will with respect to sales effected in an “at
the market offering,” be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and
contribution to MLV with respect to certain civil liabilities, including liabilities under the Securities Act. We estimate that
the total expenses for the offering, excluding compensation payable to MLV under the terms of the sales agreement, will be approximately
$125,000.
The
offering of our common stock pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all of our
common stock provided for in this prospectus supplement, or (ii) termination of the sales agreement as permitted therein.
This
summary of the material provisions of the sales agreement does not purport to be a complete statement of its terms and conditions.
A copy of the sales agreement is filed with the SEC and is incorporated by reference into the registration statement of which this
prospectus supplement is a part. See “Where You Can Find More Information” below.
To
the extent required by Regulation M under the Exchange Act, MLV will not engage in any market making activities involving
our common stock while the offering is ongoing under this prospectus supplement.
LEGAL MATTERS
Cooley LLP,
San Francisco, California, has passed upon the validity of the common stock offered by this prospectus. LeClairRyan, A Professional
Corporation, New York, New York, is counsel for MLV in connection with this offering
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EXPERTS
Ernst & Young LLP, independent
registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2013, and the effectiveness of our internal control over financial reporting as of December 31,
2013, as set forth in their reports, which are incorporated by reference in this prospectus supplement and elsewhere in the registration
statement. Our financial statements and our management’s assessment of the effectiveness of internal control over financial
reporting as of December 31, 2013 are incorporated by reference in reliance on Ernst & Young LLP’s reports,
given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual,
quarterly and current reports, proxy statements and other information with the SEC. This prospectus supplement and the accompanying
prospectus are part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement or the
accompanying prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should
refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated
by reference in this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other document.
Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at
the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. We maintain a website at www.thresholdpharm.com. Information found on, or accessible through, our
website is not a part of, and is not incorporated into, this prospectus supplement or the accompanying prospectus, and you should
not consider it part of this prospectus supplement or the accompanying prospectus.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with it, which means that we can disclose important information to you by referring you to another document
that we have filed separately with the SEC. You should read the information incorporated by reference because it is an important
part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes information
incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we
file later with the SEC will automatically update and supersede the information in this prospectus supplement and the accompanying
prospectus. We incorporate by reference into this prospectus supplement and the accompanying prospectus the information or documents
listed below that we have filed with the SEC (Commission File No. 001-32979):
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our annual report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 6, 2014;
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the information specifically incorporated by reference into our annual report on Form 10-K for the fiscal year ended December 31,
2013 from our definitive proxy statement on Schedule 14A for our 2014 Annual Meeting of Stockholders, filed with the SEC on April 5,
2014;
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our quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, filed with the SEC on May
1, 2014 and August 1, 2014, respectively;
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our current reports on Form 8-K, filed with the SEC on January 2, 2014, May 21, 2014 and June 2, 2014;
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the description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on January 28,
2005, as amended by Form 8-A/A, filed with the SEC on February 4, 2005, including any further amendments thereto or reports
filed for the purposes of updating this description; and
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the description of our Series A Participating Preferred Stock contained in our registration statement on Form 8-A filed with
the SEC on August 9, 2006, including any amendment or report filed for the purpose of updating such description.
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We also incorporate by reference any future
filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are
related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of the
common stock covered by this prospectus supplement and the accompanying prospectus. Information in such future filings updates
and supplements the information provided in this prospectus supplement and the accompanying prospectus. Any statements in any such
future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the
SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document
modify or replace such earlier statements.
We will furnish without charge to you,
upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents.
You should direct any requests for documents to Threshold Pharmaceuticals, Inc., Attention: Investor Relations Department, 170
Harbor Way, Suite 300, South San Francisco, CA 94080. Our phone number is (650) 474-8200.
Prospectus
$150,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
From time
to time, we may offer and sell up to $150,000,000 of any combination of the securities described in this prospectus, either individually
or in combination with other securities. We may also offer common stock or preferred stock upon conversion of debt securities,
common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants.
We will provide
the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one
or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully
read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated
by reference, before buying any of the securities being offered.
Our common
stock is listed on The NASDAQ Capital Market under the trading symbol “THLD.” On April 16, 2014, the last reported
sale price of our common stock was $4.02 per share. The applicable prospectus supplement will contain information, where applicable,
as to other listings, if any, on The NASDAQ Capital Market or other securities exchange of the securities covered by the applicable
prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “
Risk Factors
” contained in the applicable prospectus supplement and in any free writing prospectuses
we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated
by reference into this prospectus.
This prospectus
may not be used to consummate a sale of securities unless accompanied by a prospectus supplement.
The securities
may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled
“Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities
with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions,
discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities
and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus is April 17, 2014.
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus
is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this shelf registration process, we may offer and sell shares of our common stock
and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually
or in combination with other securities, in one or more offerings, up to a total dollar amount of $150,000,000. This prospectus
provides you with a general description of the securities we may offer.
Each time
we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information
about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents
that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus
supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with
the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by
Reference,” before buying any of the securities being offered.
This prospectus
may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
You should
rely only on the information contained in, or incorporated by reference into, this prospectus and the applicable prospectus supplement,
along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific
offering. We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to
sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The information
appearing in this prospectus, any applicable prospectus supplement and any related free writing prospectus is accurate only as
of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date
of the document incorporated by reference, regardless of the time of delivery of this prospectus, the applicable prospectus supplement
or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and
prospects may have changed since those dates.
This prospectus
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section
entitled “Where You Can Find More Information.”
PROSPECTUS
SUMMARY
This summary
highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does
not contain all of the information that you need to consider in making your investment decision. You should carefully read the
entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing
in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and
any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into
this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our
financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Threshold
Pharmaceuticals, Inc.
Overview
We are a biotechnology
company using our expertise in the tumor microenvironment to discover and develop therapeutic agents that selectively target tumor
cells for the treatment of patients living with cancer. Our lead investigational small molecule, TH-302, is actively being evaluated
in multiple clinical trials. We have a global license and co-development agreement for TH-302 with Merck KGaA, Darmstadt, Germany,
with an option to co-commercialize in the United States.
TH-302 was
discovered by our scientists based on our hypoxia-targeted therapeutics technology. Hypoxia, or abnormally low oxygen concentration,
is a common feature of the tumor microenvironment in most solid tumors and in the bone marrow of patients with some hematological
malignancies (also known as blood cancers, for example, leukemias and multiple myeloma). Tumor hypoxia is associated with the
development of resistance to traditional anticancer treatments, including chemotherapy and radiotherapy, enhanced metastatic potential,
and ultimately treatment failure.
We believe
that by virtue of targeting tumor hypoxia, TH-302 may have broad clinical applicability across many types of solid tumors and
some hematological malignancies. To explore this broad therapeutic potential of TH-302, we are conducting multiple clinical trials
to evaluate its safety and efficacy as monotherapy and in combination with currently marketed anticancer drugs, including traditional
chemotherapeutic agents and antiangiogenic agents.
We have devoted
substantially all of our resources to the research and development of our product candidates. We have not generated any revenue
from the commercial sales of our product candidates since our inception and do not expect to generate any revenue from the commercial
sales of our product candidates in the near term. We expect to continue to devote substantial resources to research and development
in future periods as we complete our current clinical trials, start additional clinical trials under our collaboration with Merck
KGaA Darmstadt, Germany or on our own, and continue our discovery efforts.
Company Information
We were incorporated
in Delaware on October 17, 2001. Our principal executive offices are located at 170 Harbor Way Suite 300, South San Francisco
94080. Our telephone number is (650) 474-8200. Our website is located at www.thresholdpharm.com. Information found on, or accessible
through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of this
prospectus or part of any prospectus supplement. Our website address is included in this document as an inactive textual reference
only.
“Threshold,”
“Threshold Pharmaceuticals,” the “Company,” “we,” “us” and “our” refer
to Threshold Pharmaceuticals, Inc. Threshold Pharmaceuticals, Inc., our logo and Metabolic Targeting are our trademarks. Other
trademarks, trade names and service marks included or incorporated by reference in this prospectus and any prospectus supplement
are the property of their respective owners.
The Securities
We May Offer
We may offer
shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities,
either individually or in combination with other securities, with a total value of up to $150,000,000 from time to time under
this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on
terms to be determined by market conditions at the time of any offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent
applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity date, if applicable;
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original issue discount, if any;
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rates and times of payment of interest or dividends,
if any;
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redemption, conversion, exercise, exchange or sinking
fund terms, if any;
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restrictive covenants, if any;
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voting or other rights, if any;
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conversion or exchange prices or rates, if any, and,
if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities
or other property receivable upon conversion or exchange; and
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material or special U.S. federal income tax considerations,
if any.
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The applicable
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However,
no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus
at the time of the effectiveness of the registration statement of which this prospectus is a part.
THIS PROSPECTUS
MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS
ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.
We may sell
the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents
or underwriters, we will include in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid
to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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Common
Stock.
We may issue shares of our common stock from time to time. Each holder of our common stock is entitled to one vote
for each share on all matters submitted to a vote of the stockholders, except matters that relate only to one or more of the series
of our preferred stock, and no holder has cumulative voting rights. Accordingly, the holders of a majority of the shares of common
stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Subject
to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive
ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net
assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the
satisfaction of any liquidation preference granted to the holders of any outstanding shares of
preferred stock. Holders of common
stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions
applicable to the common stock. When we issue shares of common stock under this prospectus, the shares will be fully paid and
nonassessable. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock which we may designate in the future. In this prospectus,
we have summarized certain general features of the common stock under “Description of Capital Stock—Common Stock.”
We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize
to be provided to you) related to any common stock being offered.
Preferred
Stock.
We may issue shares of our preferred stock from time to time, in one or more series. Under our amended and restated
certificate of incorporation, our board of directors has the authority to designate up to 2,000,000 shares of preferred stock
in one or more series and to fix the rights, preferences and privileges of each series of preferred stock, any or all of which
may be greater than the rights of the common stock. Our board of directors has previously designated 200,000 of the 2,000,000
authorized shares of preferred stock as Series A Participating Preferred stock (see “Description of Capital Stock—
Preferred Shares Rights Agreement; Series A Participating Preferred Stock”). If we sell any new series of preferred stock
under this prospectus and any applicable prospectus supplement, our board of directors will determine the rights, preferences
and privileges of the preferred stock being offered, as well as the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, voting rights, preemptive rights, terms of redemption or repurchase, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of any series. Preferred stock may be convertible
into our common stock or other securities of ours, or may be exchangeable for debt securities. Conversion may be mandatory or
at the holder’s option and would be at prescribed conversion rates. We will file as an exhibit to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of the certificate
of designation that describes the terms of the series of preferred stock that we are offering before the issuance of the related
series of preferred stock. In this prospectus, we have summarized certain general features of the preferred stock under “Description
of Capital Stock—Preferred Stock.” We urge you, however, to read the applicable prospectus supplement (and any related
free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as
well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities.
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior
or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt.
The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described
in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into
or exchangeable for our common stock or our other securities. Conversion may be mandatory or at the holder’s option and
would be at prescribed conversion rates.
The debt securities
will be issued under an indenture that we will enter into with a national banking association or other eligible party, as trustee.
In this prospectus, we have summarized certain general features of the debt securities under “Description of Debt Securities.”
We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize
to be provided to you) related to the series of debt securities being offered, as well as the complete indenture and any supplemental
indentures that contain the terms of the debt securities. We have filed the form of indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of
the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or
will be incorporated by reference from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may
issue warrants independently or in combination with common stock, preferred stock and/or debt securities. In this prospectus,
we have summarized certain general features of the warrants under “Description of Warrants.” We urge you, however,
to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to
you) related to the particular series of warrants being offered, as well as the form of warrant and/or the warrant agreement and
warrant certificate, as applicable, that contain the terms of the warrants. We have filed the forms of the warrant agreements
and forms of warrant certificates containing the terms of the warrants that we may offer as exhibits to the registration statement
of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part,
or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and
warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental
agreements, before the issuance of such warrants.
Warrants may
be issued under a warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant
agent, if any, in the applicable prospectus supplement relating to a particular series of warrants.
RISK FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement
and any related free writing prospectus, and discussed under the section entitled “Risk Factors” contained in our
most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q, as well as any amendments thereto
reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together
with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may
authorize for use in connection with a specific offering. The risks described in these documents are not the only ones we face,
but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory
or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable
indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If
any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed.
This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please
also read carefully the section below entitled “Forward-Looking Statements.”
FORWARD-LOOKING
STATEMENTS
This prospectus
and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events or to our future operating or
financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performances or achievements expressed or implied
by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
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our and Merck KGaA’s (Darmstadt,
Germany) ability to commence, conduct and complete, and the timing of the commencement, conduct and completion of clinical
trials for TH-302 and any additional compounds we develop;
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our financial condition and potential
milestone payments we may receive under our license and co-development agreement with Merck KGaA, Darmstadt, Germany;
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the success of any clinical trials
that we and/or Merck KGaA, Darmstadt, Germany commence;
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the timing of results of our and Merck
KGaA’s (Darmstadt, Germany) clinical trials for TH-302;
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our and Merck KGaA’s (Darmstadt,
Germany) receipt and the timing of regulatory approvals, and our and Merck KGaA’s (Darmstadt, Germany) satisfaction
of ongoing regulatory review;
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our ability to establish and maintain
intellectual property rights for TH-302 and any additional compounds we develop;
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our and Merck KGaA’s (Darmstadt,
Germany) ability to timely develop a viable commercial formulation of TH-302;
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whether any product candidates that
we and/or Merck KGaA, Darmstadt, Germany are able to commercialize are safer or more effective than other marketed products,
treatments or therapies;
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the ability of Eleison Pharmaceuticals
Inc., our licensee of glufosfamide, to develop, manufacture, market and otherwise commercialize glufosfamide, and to raise
sufficient funds to continue clinical development;
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our and Merck KGaA’s (Darmstadt,
Germany) research and development activities, including our development of new product candidates, and projected expenditures;
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our ability to complete preclinical
and clinical testing successfully for new product candidates that we may develop or license;
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our ability to have manufactured sufficient
supplies of active pharmaceutical ingredient and drug product for clinical testing and commercialization;
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our ability to obtain licenses to
any necessary third party intellectual property;
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our ability to retain and hire necessary
employees and appropriately staff our development programs;
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our cash needs and ability to raise
capital when needed;
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our projected financial performance;
and
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our intended use of the net proceeds
from offerings of our securities under this prospectus.
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In some cases,
you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “would,” “will” and similar expressions intended to identify
forward-looking statements. These statements reflect our current views with respect to future events, are based on assumptions
and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks
and uncertainties under the heading “Risk Factors” contained in the applicable prospectus supplement, in any free
writing prospectus we may authorize for use in connection with a specific offering, and in our most recent annual report on Form
10-K and in
our
most recent quarterly report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Also,
these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable
statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new
information or future events or developments. Thus, you should not assume that our silence over time means that actual events
are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus, the applicable prospectus
supplement, together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus
we have authorized for use in connection with a specific offering completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents
by these cautionary statements.
RATIO OF
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following
table sets forth our ratio of earnings to fixed charges. We have not included a ratio of earnings to combined fixed charges and
preferred stock dividends because we do not have any preferred stock outstanding and did not have any preferred stock outstanding
during any of the periods presented. Our net losses were insufficient to cover fixed charges for each of the periods presented.
Because of these deficiencies, the ratio information is not applicable.
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Year
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2010
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2011
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2012
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2013
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Ratio
of earnings to fixed charges
(1)
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N/A
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N/A
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(2)
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N/A
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(2)
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N/A
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(2)
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(1)
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The ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges. For this purpose, earnings consist of net loss before fixed charges. Fixed charges consist of interest expense
and estimated interest component of rent expense.
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Earnings were insufficient to cover fixed charges for each of the periods
presented. The amount of the coverage deficiency was $23.6 million, $18.7 million, $25.7 million, $71.1 million and $28.2
million for the years ended December 31, 2009, 2010, 2011, 2012 and 2013, respectively.
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USE OF PROCEEDS
Except as
described in the applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection
with a specific offering, we currently intend to use the net proceeds from the sale of securities under this prospectus, if any,
for working capital and general corporate purposes, including research and development expenses, general and administrative expenses
and manufacturing expenses.
The amounts
and timing of our use of the net proceeds from the sale of securities under this prospectus will depend on a number of factors,
such as the timing and progress of our clinical trials and research and development efforts, the timing and progress of any partnering
efforts, technological advances and the competitive environment for our product candidates. As of the date of this prospectus,
we cannot specify with certainty all of the particular uses for the net proceeds to us from offerings hereunder. Accordingly,
our management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds
as described above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments.
DESCRIPTION
OF CAPITAL STOCK
General
As of the
date of this prospectus, our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.001 per share,
and 2,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2014, there were 59,346,025 shares of common
stock issued and outstanding and no shares of preferred stock issued and outstanding.
The following
summary description of our capital stock is based on the provisions of our amended and restated certificate of incorporation,
as amended, our amended and restated bylaws, the applicable provisions of the Delaware General Corporation Law and the agreements
described below. This information may not be complete in all respects and is qualified entirely by reference to the provisions
of our amended and restated certificate of incorporation, our amended and restated bylaws, the Delaware General Corporation Law
and such agreements. For information on how to obtain copies of our amended and restated certificate of incorporation, our amended
and restated bylaws and such agreements, which are exhibits to the registration statement of which this prospectus forms a part,
see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
Common Stock
Each holder
of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, except matters
that relate only to one or more of the series of our preferred stock, and no holder has cumulative voting rights. Accordingly,
the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors
standing for election, if they so choose. Subject to preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board
of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of common stock
will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all
of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding
shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights, and there
are no redemption or sinking fund provisions applicable to the common stock. When we issue shares of common stock under this prospectus,
the shares will be fully paid and nonassessable. The rights, preferences and privileges of the holders of common stock are subject
to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate
in the future.
Preferred Stock
Pursuant to
our amended and restated certificate of incorporation, our board of directors is authorized, subject to any limitations prescribed
by law, without stockholder approval, to issue up to an aggregate of 2,000,000 shares of preferred stock, of which 200,000 shares
are authorized for issuance as Series A Participating Preferred Stock (see “Preferred Shares Rights Agreement; Series A
Participating Preferred Stock” below), none of which are outstanding. Our board of directors may issue preferred stock in
one or more series and has the authority to establish from time to time the number of shares to be included in each such series,
to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation preferences. The rights of the holders of common stock
will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future.
Issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes,
could have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price
of our common stock and the voting and other rights of the holders of our common stock.
Our board
of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series
that we sell under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series.
We will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate
of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series
of preferred stock. This description will include:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the purchase price per share;
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the dividend rate per share, dividend
period and payment dates and method of calculation for dividends;
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whether dividends will be cumulative
or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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our right, if any, to defer payment
of dividends and the maximum length of any such deferral period;
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the procedures for any auction and
remarketing, if any;
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the provisions for a sinking fund,
if any;
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the provisions for redemption or repurchase,
if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock
on any securities exchange or market;
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whether the preferred stock will be
convertible into our common stock or other securities of ours, including warrants, and, if applicable, the conversion period,
the conversion price, or how it will be calculated, and under what circumstances it may be adjusted;
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whether the preferred stock will be
exchangeable for debt securities, and, if applicable, the exchange period, the exchange price, or how it will be calculated,
and under what circumstances it may be adjusted;
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voting rights, if any, of the preferred
stock;
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preemption rights, if any;
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restrictions on transfer, sale or
other assignment, if any;
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a discussion of any material or special
United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences
of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on issuances of any
class or series of preferred stock ranking senior to or on a parity with the series of preferred stock being issued as to
dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, rights,
preferences, privileges, qualifications or restrictions of the preferred stock.
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When we issue
shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable.
Unless we
specify otherwise in the applicable prospectus supplement, the preferred stock will rank, with respect to dividends and upon our
liquidation, dissolution or winding up:
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senior to all classes or series of
our common stock and to all of our equity securities ranking junior to the preferred stock;
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on a parity with all of our equity
securities the terms of which specifically provide that the equity securities rank on a parity with the preferred stock; and
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junior to all of our equity securities
the terms of which specifically provide that the equity securities rank senior to the preferred stock.
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The term “equity
securities” does not include convertible debt securities.
The General
Corporation Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have
the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred
stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.
Preferred Shares Rights Agreement;
Series A Participating Preferred Stock
On August
8, 2006, we entered into a Preferred Shares Rights Agreement, which we refer to as the Rights Agreement, with Mellon Investor
Services LLC pursuant to which each share of our common stock outstanding has attached to it one right, or a Right, to purchase
Series A Participating Preferred Stock. The Rights currently trade with, and are inseparable from, our common stock. The Rights
are not currently exerciseable and will become exercisable only if (i) a person or group, which we refer to as an Acquiring Person,
acquires beneficial ownership of 15% or more of our outstanding common stock or (ii) a tender or exchange offer is commenced that
would result in a person or group becoming a beneficial owner of 15% or more of our outstanding common stock. Each Right allows
its holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock at a purchase price of
$25.00, subject to adjustment, or the Purchase Price.
In the event
that an Acquiring Person becomes such, other than pursuant to a tender offer approved by our board of directors, proper provision
shall be made so that each holder of a Right that has not yet been exercised (other than Rights beneficially owned by the Acquiring
Person, which will thereafter be void) will thereafter have the right to receive upon exercise of a Right, in lieu of one one-thousandth
of a share of our Series A Participating Preferred Stock, a number of shares of our common stock having a then current value equal
to two times the Purchase Price. In the event that we do not have a sufficient number of shares of our common stock available,
or our board of directors decides that such action is necessary or appropriate and not contrary to the interests of Rights holders,
we may, among other things, instead substitute cash, assets or other securities for the shares of common stock into which the
Rights would have otherwise been exercisable. Similarly, in the event that, after the public announcement that an Acquiring Person
has become such, (i) we consolidate with or merge into another entity, (ii) another entity consolidates with or merges into us
or (iii) we sell or otherwise transfer 50% or more of our consolidated assets or earning power, proper provision must be made
so that each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring
Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, a number of shares of common
stock of the acquiring company having a then current value equal to two times the Purchase Price (unless the transaction satisfies
certain conditions and is consummated with a person who acquired shares pursuant to a tender offer approved by our board, in which
case the Rights will expire).
Until a Right
is exercised, the holder thereof, as such, will have no rights as a stockholder of our company (other than any rights resulting
from such holder’s ownership of shares of our capital stock), including, without limitation, the right to vote or to receive
dividends. The Rights are protected by customary anti-dilution provisions as set forth in the Rights Agreement. At any time after
an Acquiring Person has become such and prior to the Acquiring Person beneficially owning 50% or more of our outstanding common
stock, our board of directors may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in
whole or in part, for shares of our common stock at an exchange ratio of one share of common stock per Right, subject to adjustment.
At any time prior to the close of business on August 8, 2016, we may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right.
Each share
of Series A Participating Preferred Stock will be entitled to an aggregate dividend of 1,000 times the dividend declared per share
of our common stock. In the event of liquidation, the holders of shares of our Series A Participating Preferred Stock will be
entitled to a preferential liquidation payment equal to accrued but unpaid dividends plus the greater of $1,000 per share or 1,000
times the aggregate per share amount to be distributed to the holders of shares of our common stock. Each share of our Series
A Participating Preferred Stock will have 1,000 votes, voting together with the holders of shares of our common stock and any
other capital stock of our company having general voting rights, on all matters submitted to a vote of the stockholders, except
as required by law and subject to certain adjustments set forth in the Certificate of Designations of Rights, Preferences and
Privileges of the Series A Participating Preferred Stock. In the event of any merger, consolidation or other transaction in which
shares of our common stock are changed or exchanged, each share of Series A Participating Preferred Stock will be entitled to
receive the greater of $1,000 per share or 1,000 times the amount received per share of our common stock. The Series A Participating
Preferred Stock will rank junior to all other series of our preferred stock as to the payment of dividends and the distribution
of assets, unless the terms of any such series shall provide otherwise. The shares of our Series A Participating Preferred Stock
are not redeemable and have no preemptive, subscription or conversion rights.
The Rights
expire on August 8, 2016, unless we extend the expiration date, redeem or exchange the Rights on an earlier date or the Rights
expire upon consummation of certain mergers, consolidations or sales of assets. Effective July 10, 2008, September 29, 2009, and
March 11, 2011 we amended the terms of the Rights to ensure that they would not become exercisable solely by virtue of our sales
of securities completed on August 29, 2008, October 5, 2009, and March 11, 2011, respectively. The Rights may have the effect
of rendering more difficult or discouraging an acquisition of us that is deemed undesirable by our board of directors. The Rights
have certain anti-takeover effects and may cause substantial dilution to a person or group that attempts to acquire us on terms
or in a manner not approved by our board of directors, except pursuant to an offer conditioned upon the negation, purchase or
redemption of the Rights.
Effect of Certain Provisions
of our Amended and Restated Certificate of Incorporation and Bylaws and the Delaware Anti-Takeover Statute
Some provisions
of Delaware law and our amended and restated certificate of incorporation and bylaws contain provisions that could make the following
transactions more difficult:
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acquisition of us by means of a tender
offer;
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acquisition of us by means of a proxy
contest or otherwise; or
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removal of our incumbent officers
and directors.
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These provisions,
summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids and to promote stability
in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate
with our board of directors.
Amended and Restated
Certificate of Incorporation and Bylaws
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Undesignated Preferred Stock
.
The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series
of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control
of us.
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Stockholder Meetings
. Our amended
and restated certificate of incorporation and amended and restated bylaws provide that a special meeting of stockholders may
be called only by the chairman of our board of directors or by our president, or by a resolution adopted by a majority of
our board of directors.
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Requirements for Advance Notification
of Stockholder Nominations and Proposals
. Our amended and restated bylaws establish advance notice procedures with respect
to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of the board of directors.
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Elimination of Stockholder Action
by Written Consent
. Our amended and restated certificate of incorporation eliminates the right of stockholders to act
by written consent without a meeting.
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Amendment of Bylaws
. Any amendment
of our amended and restated bylaws by our stockholders requires approval by holders of at least 66
2/3
% of our
then outstanding shares entitled to vote generally in the election of directors, voting together as a single class.
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Staggered Board of Directors.
Our
amended and restated certificate of incorporation provide for the division of our board of directors into three classes, with
staggered three-year terms. Under our amended and restated certificate of incorporation and amended and restated bylaws, any
vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may only be
filled by vote of a majority of the directors then in office. The classification of the board of directors and the limitations
on the removal of directors and filling of vacancies would have the effect of making it more difficult for a third party to
acquire control of us, or of discouraging a third party from acquiring control of us.
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Delaware Law
We are subject
to Section 203 of the General Corporation Law of the State of Delaware, or DGCL, which regulates acquisitions of some Delaware
corporations. In general, Section 203 prohibits, with some exceptions, a publicly held Delaware corporation such as us from engaging
in a “business combination” with an “interested stockholder” for a period of three years following the
time that the stockholder became an interested stockholder, unless:
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prior to the time the stockholder
became an interested stockholder, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the
number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) employee stock plans
in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer; or
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at or subsequent to the time the stockholder
became an interested stockholder, the business combination is approved by the board and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting
stock which is not owned by the interested stockholder.
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Section 203
of the DGCL generally defines a “business combination” to include any of the following:
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any merger or consolidation involving
the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a series of transactions) involving the interested stockholder
of 10% or more of the assets of the corporation (or its majority-owned subsidiary);
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subject to exceptions, any transaction
that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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subject to exceptions, any transaction
involving the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock
or any class or series of the corporation beneficially owned by the interested stockholder; and
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the receipt by the interested stockholder
of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation), of any loans, advances,
guarantees, pledges or other financial benefits, other than certain benefits set forth in Section 203, provided by or through
the corporation.
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In general,
Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person that is an affiliate or associate of such entity or person.
Section 203
of the DGCL could delay, discourage or prohibit transactions not approved in advance by our board of directors, such as takeover
attempts that might otherwise involve the payment to our stockholders of a premium for their shares over then current prices.
Certain Registration Obligations
In August
2008, we sold to certain investors 8,970,574 shares of our common stock and warrants to purchase up to 3,588,221 shares of our
common stock in a private placement (such numbers of shares as adjusted to give effect to the 1-for-6 reverse split of our common
stock effected on August 20, 2008), which we refer to as the August 2008 Financing. The securities purchase agreement for the
August 2008 Financing provides that we will file and thereafter maintain an effective registration statement covering the resale
of the shares issued in, and the shares underlying the warrants issued in, the August 2008 Financing, and further includes terms
that may require us to pay liquidated damages if we do not meet our registration obligations under the agreement. For example,
the securities purchase agreement provides that if we fail to maintain the effectiveness of such registration statement
(subject
to limited permissible suspension periods), we will be required to pay the holders of such shares liquidated damages at the rate
of one percent of the purchase price of these shares and warrants for the first month, and two percent for each month thereafter,
up to a total of ten percent. The registration statement we filed covering the resale of the shares and shares underlying the
warrants sold in this transaction was declared effective by the SEC in October 2008. These registration obligations will terminate
upon until the earlier of the date that all registrable securities covered by such registration statement have been sold or can
be sold publicly under Rule 144 without volume restrictions.
Transfer Agent and Registrar
The transfer
agent and registrar for our common stock is Computershare, P.O. Box 358016, Pittsburgh, PA 15252-8016. The transfer agent for
any series of preferred stock that we may offer under this prospectus will be named and described in the applicable prospectus
supplement for that series.
Listing on The NASDAQ Capital
Market
Our common
stock is listed on The NASDAQ Capital Market under the symbol “THLD.”
DESCRIPTION
OF DEBT SECURITIES
We may issue
debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus,
we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the
terms of a particular series of debt securities.
We will issue
the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be
qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as
an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities
containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this
prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The following
summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference
to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable
prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus,
as well as the complete indenture that contains the terms of the debt securities.
General
The indenture
does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal
amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on
consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture
do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in
our operations, financial condition or transactions involving us.
We may issue
the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount,
may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment
and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt
securities issued with OID will be described in more detail in the applicable prospectus supplement.
We will describe
in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal
amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of
the series;
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the applicability of any guarantees;
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whether or not the debt securities
will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as
senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
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if the price (expressed as a percentage
of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal
amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof,
or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or
the method by which any such portion shall be determined;
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the interest rate or rates, which
may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest
will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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our right, if any, to defer payment
of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after
which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of
debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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the date or dates, if any, on which,
and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or
otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency
unit in which the debt securities are payable;
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the denominations in which we will
issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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any and all terms, if applicable,
relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect
to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of
that series;
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whether the debt securities of the
series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any,
upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the
depositary for such global security or securities;
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if applicable, the provisions relating
to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities
will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated
and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features,
the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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if other than the full principal amount
thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof;
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additions to or changes in the covenants
applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the Events
of Default with respect to the securities and any change in the right of the trustee or the holders to declare the principal,
premium, if any, and interest, if any, with respect to such securities to be due and payable;
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additions to or changes in or deletions
of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions
relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions
relating to the modification of the indenture both with and without the consent of holders of debt securities issued under
the indenture;
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the currency of payment of debt securities
if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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whether interest will be payable in
cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election
may be made;
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the terms and conditions, if any,
upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities
of the series to any holder that is not a “United States person” for federal tax purposes;
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any restrictions on transfer, sale
or assignment of the debt securities of the series; and
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any other specific terms, preferences,
rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the
indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set
forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether
conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which
the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would
be subject to adjustment.
Consolidation, Merger or Sale
Unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets
as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary
of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events
of default under the indenture with respect to any series of debt securities that we may issue:
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if we fail to pay any installment
of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues
for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with
the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
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if we fail to pay the principal of,
or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity,
upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with
respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with
the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if
any;
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if we fail to observe or perform any
other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating
to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure,
requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of
at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy,
insolvency or reorganization occur.
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If an event
of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in
the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the
unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified
in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue
of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or
any holder.
The holders
of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default
with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure
the default or event of default.
Subject to
the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under
no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a
majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder
is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust
Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial
to the holders not involved in the proceeding.
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A holder of
the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or
trustee, or to seek other remedies only if:
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the holder has given written notice
to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that series have made written request,
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such holders have offered to the trustee
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with
the request; and
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the trustee does not institute the
proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities
of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations
do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any,
or interest on, the debt securities.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the
trustee may change an indenture without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency
in the indenture or in the debt securities of any series;
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to comply with the provisions described
above under “Description of Debt Securities—Consolidation, Merger or Sale;”
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to provide for uncertificated debt
securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions,
conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all
or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred
upon us in the indenture;
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to add to, delete from or revise the
conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery
of debt securities, as set forth in the indenture;
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to make any change that does not adversely
affect the interests of any holder of debt securities of any series in any material respect;
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to provide for the issuance of and
establish the form and terms and conditions of the debt securities of any series as provided above under “Description
of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the
terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance
of appointment under any indenture by a successor trustee; or
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to comply with any requirements of
the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition,
under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt
securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities
affected:
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extending the fixed maturity of any
debt securities of any series;
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reducing the principal amount, reducing
the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series
of any debt securities; or
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reducing the percentage of debt securities,
the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each indenture
provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
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register the transfer or exchange
of debt securities of the series;
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replace stolen, lost or mutilated
debt securities of the series;
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pay principal of and premium and interest
on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee;
and
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appoint any successor trustee.
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In order to
exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the
principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue
the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue
debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or
on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus
supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry,
a description of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.
At the option
of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable
prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to
the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by
us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer
or exchange, but we may require payment of any taxes or other governmental charges.
We will name
in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect
to redeem the debt securities of any series, we will not be required to:
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issue, register the transfer of, or
exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business
on the day of the mailing; or
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register the transfer of or exchange
any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities
we are redeeming in part.
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Information Concerning the Trustee
The trustee,
other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties
as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the
same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision,
the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we
otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any
interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at
the close of business on the regular record date for the interest.
We will pay
principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check
that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus
supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to
debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially
designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt
securities of a particular series.
All money
we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities
that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid
to us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture
and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the
extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION
OF WARRANTS
The following
description, together with the additional information we may include in any applicable prospectus supplement and free writing
prospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist
of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may
be offered independently or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement.
While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will
describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following
description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus
supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.
We have filed
forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as
exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants
we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms
and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form
of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to
a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement
related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus,
and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements,
that contain the terms of the warrants.
General
We will describe
in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the offering price and aggregate number
of warrants offered;
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the currency for which the warrants
may be purchased;
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if applicable, the designation and
terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each
principal amount of such security;
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in the case of warrants to purchase
debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency
in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase
common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable
upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation,
sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem
or call the warrants;
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any provisions for changes to or adjustments
in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise
the warrants will commence and expire;
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the manner in which the warrant agreements
and warrants may be modified;
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a discussion of material or special
U.S. federal income tax considerations, if any, of holding or exercising the warrants;
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the terms of the securities issuable
upon exercise of the warrants; and
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any other specific terms, preferences,
rights or limitations of or restrictions on the warrants.
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Before exercising
their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
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in the case of warrants to purchase
debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable
upon exercise or to enforce covenants in the applicable indenture; or
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in the case of warrants to purchase
common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or
winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant
will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement
relating to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised
at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants
offered thereby. After the close of business on the expiration date, unexercised warrants will become void.
Upon receipt
of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust
office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as
soon as practicable, issue and deliver the securities purchasable upon such exercise. If less than all of the warrants (or the
warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will
be issued for the remaining warrants.
Governing Law
Unless we
provide otherwise in the applicable prospectus supplement, the warrants and any warrant agreements will be governed by and construed
in accordance with the laws of the State of New York.
Enforceability of Rights by Holders
of Warrants
Each warrant
agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Outstanding Warrants
As of March
31, 2014, we had outstanding warrants to purchase an aggregate of 4,287,940 shares of our common stock with an exercise price
of $2.05 per share, and warrants to purchase an aggregate of 3,993,783 shares of our common stock with an exercise price of $2.46
per share. The exercise price and/or the number of shares of common stock issuable upon exercise of the warrants may be adjusted
in certain circumstances, including certain issuances of securities at a price equal to less than the then current exercise price,
subdivisions and stock splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers or sales
of properties and assets and upon the issuance of certain assets or securities to holders of our common stock, as applicable.
LEGAL OWNERSHIP
OF SECURITIES
We may issue
securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee,
depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the
legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities
that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect
holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue
securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented
by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of
other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person
in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be
registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the
beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers;
they are not obligated to do so under the terms of the securities.
As a result,
investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security,
through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an
interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not
holders, of the securities.
Street Name Holders
We may terminate
a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their
own names or in “street name.” Securities held by an investor in street name would be registered in the name of a
bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest
in those securities through an account he or she maintains at that institution.
For securities
held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities, and we will make all payments on those securities to them. These
institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree
to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name
will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations,
as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal
holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street
name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security
or has no choice because we are issuing the securities only in global form.
For example,
once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders
but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact
the indirect holders is up to the holders.
Special Considerations for Indirect
Holders
If you hold
securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check
with your own institution to find out:
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the performance of third party service
providers;
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how it handles securities payments
and notices;
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whether it imposes fees or charges;
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how it would handle a request for
the holders’ consent, if ever required;
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whether and how you can instruct it
to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
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how it would exercise rights under
the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
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if the securities are in book-entry
form, how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security
is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each security
issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry
form.
A global security
may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under the section entitled “Special Situations
When a Global Security Will Be Terminated” in this prospectus. As a result of these arrangements, the depositary, or its
nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be
permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with
a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that
does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect
holder of a beneficial interest in the global security.
If the prospectus
supplement for a particular security indicates that the security will be issued in global form only, then the security will be
represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any
book-entry clearing system.
Special Considerations for Global
Securities
The rights
of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial institution
and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder
of securities and instead deal only with the depositary that holds the global security.
If securities
are issued only in the form of a global security, an investor should be aware of the following:
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an investor cannot cause the securities
to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities,
except in the special situations we describe below;
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an investor will be an indirect holder
and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating
to the securities, as we describe above;
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an investor may not be able to sell
interests in the securities to some insurance companies and to other institutions that are required by law to own their securities
in non-book-entry form;
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an investor may not be able to pledge
his or her interest in a global security in circumstances where certificates representing the securities must be delivered
to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the depositary’s policies, which
may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s
interest in a global security;
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we and any applicable trustee have
no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security,
nor do we or any applicable trustee supervise the depositary in any way;
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the depositary may, and we understand
that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately
available funds, and your broker or bank may require you to do so as well; and
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financial institutions that participate
in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also
have their own policies affecting payments, notices and other matters relating to the securities.
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There may
be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for
the actions of any of those intermediaries.
Special Situations When a Global
Security Will Be Terminated
In a few special
situations described below, the global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be
up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred
to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless we
provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
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if the depositary notifies us that
it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another
institution to act as depositary within 90 days;
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if we notify any applicable trustee
that we wish to terminate that global security; or
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if an event of default has occurred
with regard to securities represented by that global security and has not been cured or waived.
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The applicable
prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not
we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell
the securities from time to time pursuant to underwritten public offerings, “at-the-market” offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers,
through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which
may be changed;
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at market prices prevailing at the
time of sale;
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at prices related to such prevailing
market prices; or
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A prospectus
supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe
the terms of the offering of the securities, including, to the extent applicable:
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the name or names of the underwriters,
if any;
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the purchase price of the securities
or other consideration therefor, and the proceeds, if any, we will receive from the sale;
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any over-allotment options under which
underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts
and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed
or reallowed or paid to dealers; and
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any securities exchange or market
on which the securities may be listed.
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Only underwriters
named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If underwriters
are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in
one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered
by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have
a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell
securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize
agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We may provide
agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution
with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may
engage in transactions with, or perform services for, us in the ordinary course of business.
All securities
we may offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter
may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum
price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of
the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit
the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased
in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be
higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters
that are qualified market makers on The NASDAQ Capital Market may engage in passive market making transactions in the common stock
on The NASDAQ Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing
of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable
volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display
its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the
passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits
are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued at any time.
In compliance
with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received
by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant
to this prospectus and the applicable prospectus supplement.
LEGAL MATTERS
Unless otherwise
indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any supplement
thereto, will be passed upon for us by Cooley LLP, Palo Alto, California.
EXPERTS
Ernst &
Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2013, and the effectiveness of our internal control over financial reporting
as of December 31, 2013, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements and our management’s assessment of the effectiveness of internal control
over financial reporting as of December 31, 2013 are incorporated by reference in reliance on Ernst & Young LLP’s reports,
given on their authority as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed
with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities covered by this prospectus.
This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered
by this prospectus, please see the registration statement and the exhibits filed with the registration statement. A copy of the
registration statement and the exhibits filed with the registration statement may be inspected without charge at the Public Reference
Room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the SEC. The address
of the website is http://www.sec.gov.
We are subject
to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports,
proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available
for inspection and copying at the Public Reference Room and website of the SEC referred to above. We maintain a website at http://www.thresholdpharm.com.
You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon
as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information found on, or
accessible through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it
part of this prospectus or part of any prospectus supplement. Our website address is included in this document as an inactive
textual reference only.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows
us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the
SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this
prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-32979):
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our annual report on Form 10-K for
the fiscal year ended December 31, 2013, filed with the SEC on March 6, 2014;
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the information specifically incorporated
by reference into our annual report on Form 10-K for the fiscal year ended December 31, 2013 from our definitive proxy statement
on Schedule 14A for our 2014 Annual Meeting of Stockholders, filed with the SEC on April 5, 2014;
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our current report on Form 8-K, filed
with the SEC on January 1, 2014;
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the description of our common stock
set forth in our registration statement on Form 8-A, filed with the SEC on January 28, 2005, as amended by Form 8-A/A, filed
with the SEC on February 4, 2005, including any further amendments thereto or reports filed for the purposes of updating this
description; and
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the description of our Series A Participating
Preferred Stock contained in our registration statement on Form 8-A filed with the SEC on August 9, 2006, including any amendment
or report filed for the purpose of updating such description.
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We also incorporate
by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed
on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this
prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements
the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify
and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated
herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will furnish
without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request,
a copy of any or all of the documents incorporated by reference, including exhibits to these documents that are specifically incorporated
by reference. You should direct any requests for documents to Threshold Pharmaceuticals, Inc., Attention: Investor Relations Department,
170 Harbor Way, Suite 300, South San Francisco, CA 94080. Our phone number is (650) 474-8200.
$30,000,000
Common Stock
Prospectus Supplement
August 1, 2014
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