As filed
with the Securities and Exchange Commission on October 5,
2009
Registration
No. 333-160778
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment
No. 3
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
ADVENTRX Pharmaceuticals,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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2834
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84-1318182
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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6725 Mesa Ridge Road,
Suite 100,
San Diego, CA
92121
(858) 552-0866
(Address, including zip code,
and telephone number, including
area code, of registrants
principal executive offices)
Brian M. Culley
Principal Executive
Officer
ADVENTRX Pharmaceuticals,
Inc.
6725 Mesa Ridge Road,
Suite 100
San Diego, CA
92121
Telephone:
(858) 552-0866
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
With a Copy to:
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Michael S. Kagnoff, Esq.
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, CA 92121
Telephone:
(858) 677-1400
Facsimile:
(858) 677-1401
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Patrick L. Keran, Esq.
Principal Financial and Accounting Officer
and General Counsel
ADVENTRX Pharmaceuticals, Inc.
6725 Mesa Ridge Road, Suite 100
San Diego, CA 92121
Telephone:
(858) 552-0866
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Robert F. Charron, Esq.
Weinstein Smith LLP
420 Lexington Ave
New York, NY 10170
Telephone: (212)
616-3007
Facsimile: (212)
869-2249
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Harvey J. Kesher, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, Suite 3200
New York, NY 10006
Telephone: (212)
930-9700
Facsimile: (212)
930-9725
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Approximate date of commencement of proposed sale to the
public:
As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box.
o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective statement for the same
offering
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Amount of
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Title of Each Class of Securities
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Aggregate
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Registration
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to be Registered(1)
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Offering Price(2)
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Fee(2)
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Convertible Preferred Stock, par value $0.001 per share(3)
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Shares of Common Stock, par value $0.001 per share, underlying
Convertible Preferred Stock
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Warrants(3)
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Shares of Common Stock, par value $0.001 per share, underlying
Warrants
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Total
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$
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10,000,000
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$
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557
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(4)
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(1)
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Any securities registered hereunder
may be sold separately or together with other securities
registered hereunder.
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(2)
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Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(o)
under the Securities Act. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the Securities
Act), the shares being registered hereunder include such
indeterminate number of shares of common stock as may be
issuable with respect to the shares being registered hereunder
as a result of stock splits, stock dividends, anti-dilution
provisions, or similar transactions. No additional registration
fee is being paid for these shares.
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(3)
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Pursuant to Rule 457(g) under
the Securities Act, no separate registration fee is required for
the convertible preferred stock or the warrants because the
Registrant is registering these securities in the same
Registration Statement as the underlying common stock to be
offered pursuant thereto.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory
Note
This Amendment No. 3 to Registration Statement on Form S-1
(Registration No.
333-160778)
is being filed solely for the purpose of filing Exhibits 3.5,
4.1, 4.2 and 10.54, and no changes or additions are being made
hereby to the prospectus that forms a part of the Registration
Statement. Accordingly, the prospectus is being omitted from
this filing.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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ITEM 13.
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OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
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The following table sets forth the fees and expenses incurred or
expected to be incurred by us in connection with the issuance
and distribution of the securities being registered hereby,
other than placement agent fees. All of the amounts shown are
estimated except the Securities and Exchange Commission
registration fee. Estimated fees and expenses can only reflect
information that is known at the time of filing this
registration statement and are subject to future contingencies,
including additional expenses for future offerings.
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Securities and Exchange Commission registration fee
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$
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557
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Transfer agent fees and expenses
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15,000
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Printing and engraving expenses
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40,000
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Legal fees and expenses
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150,000
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Accounting fees and expenses
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20,000
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Miscellaneous expenses
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25,000
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Total
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$
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250,557
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ITEM 14.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware General Corporation Law, or the
DGCL, authorizes a corporation to indemnify its directors and
officers against liabilities arising out of actions, suits and
proceedings to which they are made or threatened to be made a
party by reason of the fact of their prior or current service to
a corporation as a director or officer, in accordance with the
provisions of Section 145, which are sufficiently broad to
permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as
amended, or the Securities Act. The indemnity may cover expenses
(including attorneys fees) judgments, fines and amounts
paid in settlement actually and reasonably incurred by the
director or officer in connection with any such action, suit or
proceeding. Section 145 permits corporations to pay
expenses (including attorneys fees) incurred by directors
and officers in advance of the final disposition of such action,
suit or proceeding. In addition, Section 145 provides that
a corporation has the power to purchase and maintain insurance
on behalf of its directors and officers against any liability
asserted against them and incurred by them in their capacity as
a director or officer, or arising out of their status as such,
whether or not the corporation would have the power to indemnify
the director or officer against such liability under
Section 145.
Our certificate of incorporation provides that, to the fullest
extent permitted by the DGCL, (a) a director shall not be
personally liable to us or our stockholders for monetary damages
for breach of fiduciary duty as a director, and (b) we
shall indemnify any director or officer made a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact of such persons
current or prior service as a director or officer of ours, any
predecessor of ours or any other enterprise per our or any
predecessor of ours request.
Our bylaws provide that (a) we shall indemnify our
directors and officers to the maximum extent and in the manner
permitted by the DGCL against expenses (including
attorneys fees), judgments, fines, ERISA excise taxes,
settlements and other amounts actually and reasonably incurred
in connection with any proceeding, whether civil, criminal,
administrative or investigative, arising by reason of the fact
that such person is or was an agent of ours, subject to certain
limited exceptions, (b) we shall advance expenses incurred
by any director or officer prior to the final disposition of any
proceeding to which the director or officer was or is or is
threatened to be made a party promptly following a request
therefore, subject to certain limited exceptions, and
(c) the rights conferred in our bylaws are not exclusive.
We have entered into indemnification agreements with each of our
directors and officers to give such directors and officers
additional contractual assurances regarding the scope of the
indemnification set forth in our certificate of incorporation
and bylaws and to provide additional procedural protections.
These agreements, among other things, provide that we will
indemnify our directors and officers for expenses (including
attorneys fees),
II-1
judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or
payable in connection therewith) actually and reasonably
incurred by a director or officer in connection with any action
or proceeding to which such person was, is or is threatened to
be made a party, a witness or other participant by reason of
such persons services as a director or officer of ours,
any of our subsidiaries or any other company or enterprise to
which the person provides services at our request, and any
federal, state, local or foreign taxes imposed on the director
or officer as a result of the actual or deemed receipt of any
payments under the indemnification agreements.
In addition, the indemnification agreements provide that, upon
the request of a director or officer, we shall advance expenses
(including attorneys fees) to the director or officer. We
intend to enter into indemnification agreements with any new
directors and officers in the future.
In addition, Alexander J. Denner, a director of ours, is further
indemnified against liabilities arising in connection with his
services as a director of ours through his employment
arrangement with entities controlled by Mr. Carl C. Icahn.
Such indemnification may be broader than the indemnification
provided by the DGCL and includes indemnification for expenses
(including attorneys fees), judgments and fines incurred
and amounts paid in settlement by Dr. Denner in connection
with any action or proceeding to which Dr. Denner was, is
or is threatened to be made a party or participant by reason of
his services as a director of ours.
We have also obtained an insurance policy covering our directors
and officers with respect to certain liabilities, including
liabilities arising under the Securities Act.
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ITEM 15.
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RECENT
SALES OF UNREGISTERED SECURITIES
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During the three-year period preceding the date of the filing of
this registration statement, we have issued securities in the
transactions described below without registration under the
Securities Act. These securities were offered and sold by us in
reliance upon exemptions from the registration statement
requirements provided by Section 4(2) of the Securities Act
or Regulation D under the Securities Act as transactions by
an issuer not involving a public offering.
On June 12, 2009, in connection with the closing of our
registered direct offering of convertible preferred stock and
warrants to purchase common stock, we issued to
Rodman & Renshaw, LLC, as additional consideration for
its services as placement agent, warrants to purchase up to
901,810 shares of the Companys common stock at an
exercise price of $0.15 per share. The warrants are exercisable
at the option of the holder at any time beginning on
December 13, 2009 through and including June 12, 2014.
On July 6, 2009, in connection with the closing of the
Companys registered direct offering of its convertible
preferred stock, the Company issued to Rodman &
Renshaw, LLC, as additional consideration for its services as
placement agent, warrants to purchase up to 475,209 shares
of the Companys common stock at an exercise price of
$0.179 per share. The warrants are exercisable at the option of
the holder at any time beginning on January 7, 2010 through
and including July 6, 2014.
On August 10, 2009, in connection with the closing of the
Companys registered direct offering of its convertible
preferred stock, the Company issued to Rodman &
Renshaw, LLC, as additional consideration for its services as
placement agent, warrants to purchase up to 354,615 shares
of the Companys common stock at an exercise price of
$0.1625 per share. The warrants are exercisable at the option of
the holder at any time beginning on February 10, 2010
through and including August 10, 2014.
Since July 16, 2006, we issued an aggregate of
2,770,871 shares of common stock to 68 of our warrant
holders and received gross proceeds of approximately
$4.5 million upon the exercise of certain outstanding
warrants at a weighted average exercise price of $1.64. Pursuant
to the terms of an agreement we entered into with Burnham Hill
Partners, a division of Pali Capital, Inc., in March 2004, we
have an obligation to pay a 4% cash commission to Burnham Hill
Partners with respect to the cash we receive upon exercise of
each warrant issued in a financing we consummated in April 2004.
Accordingly, we have paid Burnham Hill Partners approximately
$145,000 in connection with the warrants exercised since
July 16, 2006. No other commission or other remuneration
was paid or given directly or indirectly in connection with
these warrant exercises.
II-2
A list of exhibits filed herewith is contained in the exhibit
index that immediately precedes such exhibits and is
incorporated herein by reference.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that,
in the opinion of the SEC, such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)
(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 3 to
registration statement on
Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Diego, State of California,
on October 5, 2009.
ADVENTRX PHARMACEUTICALS, INC.
Brian M. Culley
Chief Business Officer and Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Brian
M. Culley
Brian
M. Culley
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Chief Business Officer and
Senior Vice President
(Principal Executive Officer)
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October 5, 2009
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/s/ Patrick
L. Keran
Patrick
L. Keran
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General Counsel, Secretary and
Vice President, Legal
(Principal Financial and
Accounting Officer)
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October 5, 2009
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*
Jack
Lief
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Chair of the Board
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October 5, 2009
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*
Alexander
J. Denner
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Director
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October 5, 2009
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*
Michael
M. Goldberg
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Director
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October 5, 2009
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*
Mark
J. Pykett
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Director
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October 5, 2009
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*
Eric
K. Rowinsky
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Director
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October 5, 2009
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*By:
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/s/ Brian
M. Culley
Brian
M. Culley,
Attorney-in-Fact
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II-4
EXHIBIT INDEX
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Exhibit
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Description
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2
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.1(1)
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Agreement and Plan of Merger, dated April 7, 2006, among
the registrant, Speed Acquisition, Inc., SD Pharmaceuticals,
Inc. and certain individuals named therein (including exhibits
thereto)
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3
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.1(2)
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Amended and Restated Certificate of Incorporation of the
registrant
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3
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.2(3)
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Certificate of Designation of Preferences, Rights and
Limitations of 0% Series A Convertible Preferred Stock
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3
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.3(4)
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Certificate of Designation of Preferences, Rights and
Limitations of 5% Series B Convertible Preferred Stock
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3
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.4(5)
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Certificate of Designation of Preferences, Rights and
Limitations of 5% Series C Convertible Preferred Stock
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3
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.5*
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Certificate of Designation of Preferences, Rights and
Limitations of 4.25660% Series D Convertible Preferred Stock
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3
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.6(6)
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Amended and Restated Bylaws of the registrant (formerly known as
Biokeys Pharmaceuticals, Inc.)
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4
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.1*
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Form of Securities Purchase Agreement
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4
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.2*
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Form of Common Stock Purchase Warrant
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5
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.1(31)
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Opinion of DLA Piper LLP (US)
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10
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.1(7)
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Securities Purchase Agreement, dated July 21, 2005, among
the registrant and the Purchasers (as defined therein)
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10
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.2(7)
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Rights Agreement, dated July 27, 2005, among the
registrant, the Icahn Purchasers and Viking (each as defined
therein)
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10
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.3(8)
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First Amendment to Rights Agreement, dated September 22,
2006, among the registrant and the Icahn Purchasers (as defined
therein)
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10
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.4(9)
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Second Amendment to Rights Agreement, dated February 25,
2008, among the registrant and the Icahn purchasers (as defined
therein)
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10
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.5(7)
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Form of $2.26 Common Stock Warrant issued on July 27, 2005
(including the original schedule of holders)
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10
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.6(7)
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Form of $2.26 Common Stock Warrant issued on July 27, 2005
(including the original schedule of holders)
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10
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.7(3)
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Engagement Letter Agreement, dated June 7, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and Rodman &
Renshaw, LLC
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10
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.8(3)
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Securities Purchase Agreement, dated June 8, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and the purchasers listed
on the signature pages thereto
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10
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.9(3)
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Form of Common Stock Purchase Warrant issued on June 12,
2009 by ADVENTRX Pharmaceuticals, Inc. to the purchasers in the
offering and to Rodman & Renshaw, LLC
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10
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.10(4)
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Engagement Letter Agreement, dated June 26, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and Rodman &
Renshaw, LLC
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10
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.11(4)
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Securities Purchase Agreement, dated June 29, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and the purchasers listed
on the signature pages thereto
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10
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.12(4)
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Form of Common Stock Purchase Warrant issued on July 6,
2009 by ADVENTRX Pharmaceuticals, Inc. to Rodman &
Renshaw, LLC
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10
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.13(5)
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Engagement Letter Agreement, dated August 4, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and Rodman &
Renshaw, LLC
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10
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.14(5)
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Securities Purchase Agreement, dated August 5, 2009, by and
between ADVENTRX Pharmaceuticals, Inc. and the purchasers listed
on the signature pages thereto
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10
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.15(5)
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Form of Common Stock Purchase Warrant issued on August 10,
2009 by ADVENTRX Pharmaceuticals, Inc. to Rodman &
Renshaw, LLC
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10
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.16#(10)
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2005 Equity Incentive Plan
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10
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.17#(11)
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Form of Stock Option Agreement under the 2005 Equity Incentive
Plan
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10
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.18#(12)
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Form of Stock Option Agreement under the 2005 Equity Incentive
Plan (for director option grants beginning in 2008)
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Exhibit
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Description
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10
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.19#(13)
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Form of Stock Option Agreement under the 2005 Equity Incentive
Plan (for option grants to employees approved in March 2008)
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10
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.20#(2)
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Form of Restricted Share Award Agreement under the 2005 Equity
Incentive Plan
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10
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.21#(14)
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2008 Omnibus Incentive Plan
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10
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.22#(15)
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Form of Notice of Grant of Restricted Stock Units under the 2008
Omnibus Incentive Plan (for grants to employees in January 2009)
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10
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.23#(15)
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Form of Restricted Stock Units Agreement under the 2008 Omnibus
Incentive Plan
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10
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.24#(16)
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Form of Non-Statutory Stock Option Grant Agreement (for
directors) under the 2008 Omnibus Incentive Plan
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10
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.25#(16)
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Form of Non-Statutory/Incentive Stock Option Grant Agreement
(for consultants / employees) under the 2008 Omnibus Incentive
Plan
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10
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.26(12)
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License Agreement, dated December 10, 2005, between SD
Pharmaceuticals, Latitude Pharmaceuticals and Andrew Chen,
including a certain letter, dated November 20, 2007,
clarifying the scope of rights thereunder
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10
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.27(17)
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License Agreement, dated March 25, 2009, between the
registrant, SD Pharmaceuticals, Inc. and Shin Poong
Pharmaceutical Co., Ltd.
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10
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.28(18)
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Standard Multi-Tenant Office Lease Gross, dated
June 3, 2004, between the registrant and George V.
Casey & Ellen M. Casey, Trustees of the Casey Family
Trust dated June 22, 1998
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10
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.29(2)
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First Amendment to the Standard Multi-Tenant Office
Lease Gross, dated March 12, 2005, between the
registrant and George V. & Ellen M. Casey, Trustees of the
Casey Family Trust dated June 22, 1998
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10
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.30#(19)
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Second Amendment to Standard Multi-Tenant Office
Lease Gross, dated July 22, 2009, by and among
Westcore Mesa View, LLC, DD Mesa View LLC and ADVENTRX
Pharmaceuticals, Inc.
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10
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.31#(20)
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Offer letter, dated March 5, 2003, to Joan M. Robbins
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10
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.32#(21)
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Confidential Separation Agreement and General Release of All
Claims, effective December 4, 2008, between the registrant
and Joan M. Robbins
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10
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.33#(22)
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Offer letter, dated November 15, 2004, to Brian M. Culley
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10
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.34#(15)
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Retention and Incentive Agreement, dated January 28, 2009,
between the registrant and Brian M. Culley
|
|
10
|
.35#(12)
|
|
Letter agreement regarding terms of separation with James A.
Merritt, effective as of February 12, 2008
|
|
10
|
.36#(23)
|
|
Offer letter, dated December 13, 2006, to Gregory P. Hanson
|
|
10
|
.37#(23)
|
|
Stock Option Agreement, effective December 20, 2006,
between the registrant and Gregory P. Hanson
|
|
10
|
.38#(24)
|
|
Letter Agreement regarding terms of separation with Gregory P.
Hanson, dated April 2, 2008
|
|
10
|
.39#(24)
|
|
Consulting Agreement, dated April 2, 2008, with Gregory P.
Hanson
|
|
10
|
.40#(16)
|
|
Offer letter, dated April 1, 2008, to Mark N.K. Bagnall
(including Exhibits A, B and C thereto)
|
|
10
|
.41#(18)
|
|
Confidential Separation Agreement and General Release of All
Claims, effective January 8, 2009, between the registrant
and Mark N. K. Bagnall
|
|
10
|
.42#(25)
|
|
Consulting Agreement, dated August 24, 2009, with Mark N.
K. Bagnall
|
|
10
|
.43#(21)
|
|
Confidential Separation Agreement and General Release of All
Claims, effective December 31, 2008, between the registrant
and Evan M. Levine, including letter, dated November 7,
2008, related thereto
|
|
10
|
.44#(18)
|
|
Retention and Incentive Agreement, dated January 28, 2009,
between the registrant and Patrick L. Keran
|
|
10
|
.45#(18)
|
|
Retention and Incentive Agreement, dated January 28, 2009,
between the registrant and Mark E. Erwin
|
|
10
|
.46#(18)
|
|
Retention and Incentive Agreement, dated January 28, 2009,
between the registrant and Michele L. Yelmene
|
|
10
|
.47#(26)
|
|
Director compensation policy
|
|
10
|
.48#(27)
|
|
Incentive Stock Option Grant Agreement under the 2008 Omnibus
Incentive Plan (for grant to Brian M. Culley in July 2009)
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
10
|
.49#(27)
|
|
Incentive Stock Option Grant Agreement under the 2008 Omnibus
Incentive Plan (for grant to Patrick L. Keran in July 2009)
|
|
10
|
.50#(27)
|
|
2009 Mid-Year Incentive Plan
|
|
10
|
.51#(27)
|
|
Retention and Severance Plan (as of July 21, 2009)
|
|
10
|
.52(28)
|
|
Form of Director and Officer Indemnification Agreement
|
|
10
|
.53(29)
|
|
Third Amendment to Rights Agreement, dated August 26, 2009,
among the registrant and the Icahn Purchasers (as defined
therein)
|
|
10
|
.54*[ ]
|
|
Engagement Letter Agreement, dated September 24, 2009 by
and between ADVENTRX Pharmaceuticals, Inc. and
Rodman & Renshaw, LLC
|
|
21
|
.1(31)
|
|
List of Subsidiaries
|
|
23
|
.1(31)
|
|
Consent of J.H. Cohn LLP, Independent Registered Public
Accounting Firm
|
|
23
|
.2(31)
|
|
Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
|
|
24
|
.1(30)
|
|
Power of attorney (included on the signature page to the
registration statement)
|
|
|
|
*
|
|
Filed herewith
|
|
|
|
Indicates that confidential treatment has been requested or
granted to certain portions, which portions have been omitted
and filed separately with the SEC
|
|
#
|
|
Indicates management contract or compensatory plan
|
|
±
|
|
To be filed by amendment
|
|
|
|
[ ]
|
|
Replaces exhibit filed with Amendment No. 2 to Registration
Statement on Form S-1 filed on September 25, 2009 (SEC
file number 333-160778-091087750)
|
|
|
|
(1)
|
|
Filed with the registrants Amendment No. 1 to Current
Report on
Form 8-K/A
on May 1, 2006 (SEC file number
001-32157-06796248)
|
|
(2)
|
|
Filed with the registrants Annual Report on
Form 10-K
on March 16, 2006 (SEC file number
001-32157-06693266)
|
|
(3)
|
|
Filed with the registrants Current Report on
Form 8-K
on June 8, 2009 (SEC file number
001-32157-09878961)
|
|
(4)
|
|
Filed with the registrants Current Report on
Form 8-K
on June 30, 2009 (SEC file number
001-32157-09917820)
|
|
(5)
|
|
Filed with the registrants Current Report on
Form 8-K
on August 5, 2009 (SEC file number
001-32157-09989205)
|
|
(6)
|
|
Filed with the registrants Current Report on
Form 8-K
on December 15, 2008 (SEC file number
001-32157-081249921)
|
|
(7)
|
|
Filed with the registrants Quarterly Report on
Form 10-Q
on August 12, 2005 (SEC file number
001-32157-051022046)
|
|
(8)
|
|
Filed with the registrants Current Report on
Form 8-K
on September 22, 2006 (SEC file number
001-32157-061103268)
|
|
(9)
|
|
Filed with the registrants Current Report on
Form 8-K
on February 25, 2008 (SEC file number
001-32157-08638638)
|
|
(10)
|
|
Filed with the registrants Annual Report on
Form 10-K
on March 15, 2007 (SEC file number
001-32157-07697283)
|
|
(11)
|
|
Filed with the registrants Registration Statement on
Form S-8
on July 13, 2005 (SEC file number
333-126551-05951362)
|
|
(12)
|
|
Filed with registrants Annual Report on
Form 10-K
on March 17, 2008 (SEC file number
001-32157-08690952)
|
|
(13)
|
|
Filed with the registrants Quarterly Report on
Form 10-Q
on May 12, 2008 (SEC file number
001-32157-08820541)
|
|
|
|
(14)
|
|
Filed with the registrants Current Report on
Form 8-K
on June 2, 2008 (SEC file number
001-32157-08874724)
|
|
(15)
|
|
Filed with the registrants Current Report on
Form 8-K
on February 2, 2009 (SEC file number
001-32157-
09561715)
|
|
(16)
|
|
Filed with the registrants Quarterly Report on
Form 10-Q
on August 11, 2008 (SEC file number
001-32157-081005744)
|
|
(17)
|
|
Filed with the registrants Quarterly Report on
Form 10-Q
on May 15, 2009 (SEC file number
001-32157-09878961)
|
|
(18)
|
|
Filed with the registrants Quarterly Report on
Form 10-QSB
on August 10, 2004 (SEC file number
001-32157-04963741)
|
|
(19)
|
|
Filed with the registrants Current Report on
Form 8-K
on August 20, 2009 (SEC file number
001-32157-091025631)
|
|
(20)
|
|
Filed with the registrants Annual Report on
Form 10-KSB
on April 16, 2003 (SEC file number
000-33219-03651464)
|
|
(21)
|
|
Filed with the registrants Annual Report on
Form 10-K
on March 23, 2009 (SEC file number
001-32157-09708145)
|
|
(22)
|
|
Filed with the registrants Annual Report on
Form 10-KSB
on March 31, 2005 (SEC file number
001-32157-05719975)
|
|
(23)
|
|
Filed with the registrants Current Report on
Form 8-K
on December 20, 2006 (SEC file number
001-32157-061290689)
|
|
(24)
|
|
Filed with the registrants Current Report on
Form 8-K
on April 16, 2008 (SEC file number
001-32157-08760483)
|
|
(25)
|
|
Filed with the registrants Current Report on
Form 8-K
on August 28, 2009 (SEC file number
001-32157-091043396)
|
|
(26)
|
|
Filed with the registrants Current Report on
Form 8-K
on June 23, 2006 (SEC file number
001-32157-06922676)
|
|
(27)
|
|
Filed with the registrants Current Report on
Form 8-K
on July 22, 2009 (SEC file number
001-32157-09957353)
|
|
(28)
|
|
Filed with the registrants Current Report on
Form 8-K
on October 23, 2006 (SEC file number
001-32157-061156993)
|
|
(29)
|
|
Filed with the registrants Current Report on
Form 8-K
on September 1, 2009 (SEC file number
001-32157-091049161)
|
|
(30)
|
|
Filed with the registrants Registration Statement on
Form S-1
on July 24, 2009 (SEC file number
333-160778-09962514)
|
|
|
|
(31)
|
|
Filed with the registrants Amendment No. 2 to
Registration Statement on Form S-1 on September 25, 2009
(SEC file
number 333-160778-091087750)
|
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