- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
October 05 2009 - 5:22PM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus Dated October 5, 2009
Relating to Preliminary Prospectus Dated September 25, 2009
Filed Pursuant to Rule 433
Registration Statement No. 333-160778
Final Term Sheet
For
Series D Convertible Preferred Stock Financing
of
ADVENTRX Pharmaceuticals, Inc.
By reading the information contained within this document, the recipient agrees with ADVENTRX
Pharmaceuticals, Inc. and Rodman & Renshaw, LLC to maintain in confidence such information,
together with any other non-public information regarding ADVENTRX Pharmaceuticals, Inc. obtained
from ADVENTRX Pharmaceuticals, Inc., Rodman & Renshaw, LLC, or their agents during the course of
the proposed financing and to comply with the recipients obligations under applicable U.S. and
state securities laws.
CONFIDENTIAL SUMMARY OF TERMS AND CONDITIONS
This Confidential Summary of Terms and Conditions is not intended to be contractually binding,
other than the section entitled Confidential Information, and is subject in all respects (other
than with respect to such section) to the execution of a Securities Purchase Agreement.
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Issuer:
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ADVENTRX Pharmaceuticals,
Inc., a Delaware corporation
(the Company).
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NYSE Amex Symbol:
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ANX
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Securities Offered:
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Up to an aggregate of
11,283 units (the
Units) consisting of (i) one
share of the Companys Series
D Convertible Preferred Stock,
$0.001 par value per share
(the Preferred Stock), and
(ii) a warrant to purchase up
to 1,754.85 shares of the
Companys common stock, $0.001
par value per share (Common
Stock) (such number being
33% of the number of shares
of Common Stock issuable upon
conversion of the Preferred
Stock purchased) (the
Warrants and, together with
the Preferred Stock, the
Securities) (the
Offering). The Preferred
Stock and Warrants are
immediately separable and will
be issued separately. There
is no minimum offering amount.
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Purchase Price:
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$1,000 per Unit.
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Series D Preferred Stock:
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The Series D Preferred Stock
shall have the rights,
preferences, privileges and
restrictions as
set forth in the Certificate
of Designation delivered
herewith.
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Conversion:
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The Preferred Stock is
convertible into shares of
Common Stock at the option of
the holder at an effective
acquisition price of $0.18805
per share of Common Stock.
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Dividend
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The Preferred Stock will
accrue a 4.25660% cumulative
dividend until October 9, 2020.
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Make-Whole Payment:
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If the Preferred Stock is
converted at any time prior to
October 9, 2020, the Company
will pay the holder an amount
equal to the total dividend
that would accrue on such
Preferred Stock from the
conversion date through
October 9, 2020, or
$468.23 per $1,000
stated value of Preferred
Stock converted, less any
dividend payments made with
respect to the converted
Preferred Stock.
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Escrow:
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An amount of the gross
proceeds of the Offering equal
to the aggregate potential
make-whole payment shall be
deposited with a third party,
as escrow agent, to be held
for a period of 11.5 years
from the Closing Date (as
defined below). Amounts in
the escrow account will be
released to pay dividends and
any make-whole payments with
respect to Preferred Stock
converted during the escrow
period.
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Warrants:
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The exercise price of the
Warrants shall be $0.1468 per
share (100% of the closing
price at pricing). The
Warrants shall be immediately
exercisable and shall be
subject to the terms and
conditions as set forth in the
Form of Common Stock Purchase
Warrant delivered herewith.
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Securities Purchase Agreement and Closing
Date:
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The Company and each investor
participating in the Offering
(each an Investor and
collectively the Investors)
shall execute a Securities
Purchase Agreement in
substantially the form
delivered herewith. It is
expected that the closing of
the Offering shall occur, and
the Securities shall be issued
to the Investors and funds
paid to the Company therefor,
on or about October 9, 2009
(the Closing Date).
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Lock-up Provisions:
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The Company will not issue any
shares of Common Stock or
securities that would entitle
the holder to acquire shares
of Common Stock for a period
of 90 days from the Closing
Date without the prior written
consent of Investors holding
at least two-thirds in
interest of the Securities then outstanding.
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Risk Factors:
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The Securities offered involve
a high degree of risk. See
the disclosure relating to the
risks affecting the Company
set forth in the prospectus
included in the registration
statement relating to this
Offering.
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Placement Agent:
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The Company has retained
Rodman & Renshaw, LLC as its
exclusive placement agent to
use its reasonable best
efforts to solicit offers to
purchase Units in the
Offering. The Company has agreed to pay the placement agent 6% of the gross
proceeds of the sale of units and to reimburse certain expenses. The Company has also agreed to grant compensation warrants to the placement
agent to purchase up to that number of shares of Common Stock equal
to 6% of the number of shares of Common Stock underlying the Preferred
stock sold in the Offering.
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Confidential Information:
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The recipient of this
Confidential Summary of Terms
and Conditions and the
materials delivered herewith
agrees with the Company and
Rodman & Renshaw, LLC to
maintain in confidence this
disclosed information,
together with any other
non-public information
regarding the Company obtained
from the Company, Rodman &
Renshaw, LLC, or their agents
during the course of the
proposed Offering, and to
comply with the recipients
obligations under U.S. and
state securities laws.
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ADVENTRX Pharmaceuticals, Inc. has filed a registration statement (Registration No. 333- 160778,
including a prospectus) under the Securities Act of 1933, as amended, with the SEC for the offering
to which this communication relates. Before you invest, you should read the prospectus in that
registration statement for more complete information about the Company and the Offering. You may
get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
Rodman & Renshaw, LLC will arrange to send you the prospectus included in the registration
statement relating to this Offering and any other offering documents if you request them by calling
(212) 356-0500.
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