- Registration of Additional Securities (up to 20%) (S-3MEF)
January 04 2010 - 9:11AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 4, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
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
(State or other jurisdiction of
incorporation or organization)
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2834
(Primary Standard Industrial
Classification Code Number)
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84-1318182
(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
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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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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.
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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):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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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(4)(5)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per share
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Debt Securities(3)
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Warrants
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Units
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Total
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$
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3,901,311
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$
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278.16
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(1)
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There are being registered hereunder such indeterminate number of
shares of common stock, such indeterminate number of shares of
preferred stock, such indeterminate principal amount of debt
securities, and such indeterminate number of warrants to purchase
common stock, preferred stock or debt securities as will have an
aggregate initial offering price not to exceed $3,901,311. This does
not include $25,000,000 in securities previously registered pursuant
to the Registrants Registration Statement on Form S-3 (File No.
333-159376) declared effective June 4, 2009 (the Registration
Statement). Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder. The
proposed maximum initial offering price per unit will be determined,
from time to time, by the registrant in connection with the issuance
by the registrant of the securities registered hereunder. The
securities registered also include such indeterminate number of shares
of common stock and preferred stock and amount of debt securities as
may be issued upon conversion of or exchange for preferred stock or
debt securities that provide for conversion or exchange, upon exercise
of warrants or pursuant to the antidilution provisions of any such
securities. In addition, pursuant to Rule 416 under the Securities
Act, the shares being registered hereunder include such indeterminate
number of shares of common stock and preferred stock as may be
issuable with respect to the shares being registered hereunder as a
result of stock splits, stock dividends or similar transactions.
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(2)
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The proposed maximum initial offering price per unit will be
determined, from time to time, by the registrant in connection with
the issuance by the registrant of the securities registered hereunder
and is not specified as to each class of security pursuant to General
Instruction II.D. of Form S-3. The Registrant has estimated the
proposed maximum aggregate offering price solely for the purpose of
calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended (the Securities Act).
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(3)
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If any debt securities are issued at an original issue discount, then
the offering price of such debt securities shall be in such greater
principal amount as shall result in an aggregate initial offering
price not to exceed $3,901,311, less the aggregate dollar amount of
all securities previously issued hereunder.
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(4)
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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, 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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(5)
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This registration fee was previously paid by the Registrant pursuant
to Rule 457(p) under the Securities Act. The Registrant previously
paid a registration fee of $10,700 pursuant to a registration
statement on Form S-3 (File No. 333-133729) (the Prior Registration
Statement), originally filed with the Commission on May 2, 2006 and
declared effective on May 8, 2006. Pursuant to Rule 415(a)(5) under
the Securities Act, the Prior Registration Statement expired on May 8,
2009. Of the $100,000,000 securities registered pursuant to the Prior
Registration Statement, only $39,998,750 of the securities were sold
before the Prior Registration Statement expired. Pursuant to Rule
457(p), the amount of the registration fee associated with the unsold
securities from the Prior Registration Statement, $3,348, was applied
to the registration fee of $1,395 associated with the Registration
Statement and offsets entirely the $278.16 registration fee for this
registration statement.
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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.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Registration Statement on Form S-3 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-3, File No. 333-159376, declared effective June 4, 2009. The
contents of such Registration Statement, including the exhibits thereto, are hereby incorporated by
reference.
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on January 4, 2010.
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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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Principal Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, 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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January 4, 2010
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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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January 4, 2010
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Chair of the Board
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January 4, 2010
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Director
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January 4, 2010
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Director
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January 4, 2010
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Director
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January 4, 2010
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*By:
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/s/ Brian M. Culley
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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-3 (File No. 333-159376).
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