Avi Biopharma Inc - Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
December 13 2007 - 6:04AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Issuer Free Writing
Prospectus dated December 12, 2007
Relating to Prospectus dated
November 22, 2006
Registration No. 333-138299
Term Sheet
for
Financing
of
AVI BioPharma, Inc.
AVI BioPharma, Inc. (We, us or the Company) has filed
a registration statement (Registration No. 333-138299, including a
prospectus) with the SEC for the offering to which this communication relates.
Before you subscribe, you should read the prospectus in that registration
statement and other documents we have filed with the SEC for more complete
information about us and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we will
arrange to send you the base prospectus and any other offering documents if you
request them by calling (415) 458-0900.
This Term Sheet is not intended to be contractually
binding, and is subject in all respects (other than with respect to such
section) to the execution of the Subscription Agreement.
Issuer:
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AVI
BioPharma, Inc., an Oregon corporation.
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Securities
Offered:
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Up to an
aggregate of (i) 10,750,000 shares (the Shares) of the Companys
common stock, $0.0001 par value per share (the Common Stock), and
(ii) 5,375,000 warrants to purchase Common Stock (the Warrants, and
together with the Shares, the Securities) (the Offering).
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Warrants:
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The exercise
price of the Warrants shall be $2.45 per share. The Warrants are exercisable
beginning any time on or after June 19, 2008 and expire on December 18,
2012. The Warrants shall have the rights, preferences, privileges and
restrictions substantially as set forth in the Form of Warrant.
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Purchase Price:
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$1.90 per Security
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Use of Proceeds
to Company:
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We intend to use
the net proceeds from this Offering to fund clinical trials for our lead
product candidates, to fund the advancement of our pre-clinical programs and
for other research and development and general corporate purposes.
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Subscription and
Closing
Date:
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We and each investor
participating in the Offering (each an Investor and collectively the
Investors) shall execute a Subscription Agreement.
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The form of
Subscription Agreement provides that the Investors may rely on the
representations and warranties which are made by us to the Placement Agent in
the Placement Agency Agreement, which will be signed on the same day as the
Subscription Agreements are signed. It is expected that the closing of the
Offering shall occur, and the Securities shall be issued to the Investors and
funds paid to us therefor, on or about December 18, 2007 (the Closing
Date).
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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 us set forth in the base prospectus included in the
registration statement relating to this Offering and the documents filed by
the Company with the SEC under the Securities Exchange Act of 1934, as
amended.
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Nasdaq Global
Market
Symbol:
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AVII
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Confidential
Information:
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The recipient of
this Term Sheet and the materials attached hereto agrees with the Company,
Citigroup Global Markets Inc., Oppenheimer & Co. Inc. and Maxim
Group, LLC to maintain in confidence this disclosed information, together
with any other non-public information regarding the Company obtained from the
Company, Citigroup Global Markets Inc., Oppenheimer & Co. Inc. and
Maxim Group, 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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Placement Agent:
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The Company has
engaged Citigroup Global Markets Inc., to act as lead placement agent and Oppenheimer &
Co. Inc. and Maxim Group, LLC to act as co-placement agents in connection
with the Offering. The placement agents will receive a fee up to $1,429,750
and expense reimbursement of no more than $100,000.
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