- Registration of Additional Securities (up to 20%) (S-1MEF)
October 06 2009 - 4:59PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 6, 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
þ
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
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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
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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)(3)
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Fee(3)
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Convertible Preferred Stock, par value $0.001 per share(4)
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Shares of Common Stock, par value $0.001 per share,
underlying Convertible Preferred Stock
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Warrants(4)
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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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$1,283,000
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$71.59
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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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Does not include $10,000,000 in securities previously registered
pursuant to the Registrants Registration Statement on Form S-1, as
amended (File No. 333-160778) declared effective October 6, 2009, for
which the registration fee has previously been paid.
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(3)
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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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(4)
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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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This Registration Statement shall become effective upon filing with the Commission in
accordance with
Rule 462(b)
under the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Registration Statement is being filed with the Securities and Exchange Commission
(the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the
sole purpose of registering additional securities of the same class as were included in our
Registration Statement on Form S-1, as amended, File
No. 333-160778, declared effective October 6,
2009. The contents of such Registration Statement, including the exhibits thereto, are hereby
incorporated by reference.
CERTIFICATION
The Registrant hereby certifies to the Commission that it has instructed its bank to pay
the Commission the filing fee of $71.59 for the additional securities being registered hereby as
soon as practicable (but in any event no later than the close of
business on October 6, 2009); that
it will not revoke such instructions; and that it has sufficient funds in such account to cover the
amount of such filing fee.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this 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 6, 2009.
ADVENTRX PHARMACEUTICALS, INC.
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By:
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/s/ Brian M. Culley
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Brian M. Culley
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Chief Business Officer and Senior Vice President
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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 6, 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 6, 2009
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Chair of the Board
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October 6, 2009
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Director
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October 6, 2009
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Director
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October 6, 2009
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*
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Director
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October 6, 2009
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Mark J. Pykett
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Signature
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Title
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Date
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Director
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October 6, 2009
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*By:
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/s/ Brian M. Culley
Brian M. Culley, Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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5.1
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Opinion of DLA Piper LLP (US)
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23.1
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Consent of J.H. Cohn LLP, independent registered public accounting firm
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23.2
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Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
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*24.1
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Power of Attorney (included on signature page)
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*
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Previously filed with the Registrants registration statement on Form S-1 (File No. 333-160778).
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