Table
of Contents
PROSPECTUS SUPPLEMENT NO. 3
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Registration No. 333-138299
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(To Prospectus Dated November 22, 2006)
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Rule 424(b)(5) Prospectus
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14,224,202
Units (each unit consisting of 1 share of common stock and 1 common stock
warrants)
AVI
BioPharma, Inc.
$1.16
per unit
14,224,202
shares of common stock issuable upon exercise of the warrants
We are selling units consisting of one share of our
common stock and a warrant to purchase 1 share of our common stock for $1.16
per unit, and 14,224,202 shares of common stock issuable upon exercise of the
warrants. We sometimes refer to the warrants as the unit warrants. The units
are immediately separable.
Our common stock is listed on the Nasdaq Global
Market under the symbol AVII. The last reported sale price of the common
stock on the Nasdaq Global Market on January 29, 2009 was $1.16 per share.
Investing in the units involves
risks. See Risk Factors beginning on p. S-3 of this prospectus supplement
.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal
offense.
Rodman & Renshaw, LLC is acting as
placement agent in connection with this offering. We have agreed to pay the
placement agent the placement agency fees set forth in the table below, which
assumes that we sell all of the 14,224,202 units we are offering. We have also
agreed to reimburse the placement agent for certain of its expenses as
described under Plan of Distribution in this prospectus supplement. The
placement agent is not required to arrange for the sale of any specific number
or dollar amount of units, but will use reasonable efforts to arrange for the
sale of all of the units offered hereby.
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Per unit
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Per share
underlying unit
warrant
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Total
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Public offering price for units
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$
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1.160
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$
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$
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16,500,076
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Placement Agents Fees
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$
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.042
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$
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$
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601,254
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Proceeds, before expenses, to us, from
units
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$
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1.118
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$
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$
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15,898,822
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Public offering price for shares underlying
unit warrants
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$
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$
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1.16
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$
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16,500,076
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Total proceeds, before expenses, to us from
units and shares underlying unit warrants
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$
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$
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$
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32,398,898
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We expect the total offering expenses, excluding
placement agency fees, to be approximately $25,000 or all sales pursuant to
this prospectus supplement. Because there is no minimum offering amount
required as a condition to the closing of this offering, the actual total
offering amount, placement agency fees, and proceeds before expenses, to us are
not presently determinable and may be substantially less than the maximum
amounts set forth above.
Delivery of the units will be made on or about January 30,
2009.
Rodman &
Renshaw, LLC
January 30, 2009
Table of Contents
You should only rely on the information contained
in, or incorporated by reference in, this prospectus supplement and the
accompanying prospectus. We have not, and the placement agent has not,
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein
and therein is accurate as of any date other than the dates of the specific
information.
ABOUT THIS
PROSPECTUS SUPPLEMENT
We are providing this information to you about this
offering of common stock in two parts. The first part is this prospectus supplement,
which provides the specific details regarding the offering. The second part is
the base prospectus dated November 22, 2006, included in the registration
statement on Form S-3, as amended (No. 333-138299) which we are
supplementing with the information contained in this supplement. Generally,
when we refer to this prospectus, we are referring to both documents
combined. Some of the information in the base prospectus may not apply to this
offering.
You should also read and consider the information in
the documents that we have referred you to in Where You Can Find More
Information on page S- of this prospectus
supplement. The information incorporated by reference is considered to be part
of this prospectus supplement, and information that we file later with the SEC
will automatically update and supersede this information.
If information in this prospectus supplement is
inconsistent with the base prospectus, you should rely on this prospectus
supplement. We have not authorized anyone to provide information different from
that contained or incorporated in this prospectus supplement and the
accompanying prospectus. We are offering to sell units only in jurisdictions
where offers and sales are permitted. The information contained or incorporated
in this prospectus supplement and the accompanying prospectus is accurate only
as of the date of such information, regardless of the time of delivery of this
prospectus supplement and the accompanying prospectus or of any sale of our
units.
In this prospectus supplement, we, us, our
company and Company refer to AVI BioPharma, Inc., together with its
subsidiaries, unless the context otherwise requires.
TABLE OF CONTENTS
S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following information
supplements, and should be read together with, the information contained or
incorporated by reference in other parts of this prospectus supplement and in
the accompanying prospectus. This summary highlights selected information from
this prospectus supplement and the accompanying prospectus to help you
understand our business. Because the following is only a summary, it does not
contain all of the information that may be important to you. You should
carefully read this prospectus supplement and the accompanying prospectus
before deciding whether to invest in our common stock. You should pay special
attention to the Risk Factors section beginning on page
S-4
of the
accompanying prospectus to determine whether an investment in our common stock
is appropriate for you.
THE
OFFERING
Securities
offered
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14,224,202
units. Each unit consists of one share of common stock and a warrant to
purchase 1 common shares. Plus 14,224,202 shares of common stock upon
exercise of unit warrants.
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Issue
Price
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$1.16
per unit.
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Warrants
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Each
whole unit warrant will be exercisable at a price of $1.16 per common share
at any time on or after July 30, 2009 and through and including July 30,
2014. Please refer to Description of the Unit Warrants.
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Common
stock to be outstanding after the offering
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85,442,994
common shares, or 99,667,196 common shares if all the unit warrants are
exercised for cash.
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Use
of proceeds
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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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Risk
factors
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See
Risk Factors beginning on page S-3 of this prospectus supplement and other
information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus for a discussion of factors you
should carefully consider before deciding to invest in shares of our common
stock.
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Nasdaq
Global Market Symbol
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AVII
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The number of shares of common stock to be
outstanding after the offering is based on the number of shares outstanding as
of
January 29, 2009. As of that date, and prior to taking into
account this offering, we had 71,218,792 shares of common stock outstanding,
which does not include:
·
14,224,202
shares underlying the unit warrants offered by this prospectus;
·
8,140,063
shares of common stock underlying options outstanding at a weighted average
exercise price of $3.42 per share;
S-2
Table of Contents
·
11,737,396
shares of common stock underlying warrants outstanding at a weighted average
exercise price of $8.12 per share; and
·
740,266
shares available for future grant under our stock option plan and 181,933
shares available for future issuance under our employee stock purchase plan.
FORWARD-LOOKING
STATEMENTS
This prospectus supplement and the accompanying
prospectus and the information incorporated by reference herein and therein
contain forward-looking statements regarding our plans, expectations, estimates
and beliefs. Our actual results could differ materially from those discussed
in, or implied by, these forward-looking statements. Forward-looking statements
are identified by words such as believe, anticipate, expect, intend, plan,
will, may, and other similar expressions. In addition, any statements that
refer to expectations, projections or other characterizations of future events
or circumstances are forward-looking statements. We have based these
forward-looking statements largely on our expectations. Forward-looking
statements in this report include, but are not necessarily limited to, those
relating to:
·
our intention to introduce new products;
·
receipt of any required FDA or other
regulatory approval for our products;
·
our expectations about the markets for our
products;
·
acceptance of our products, when introduced,
in the marketplace;
·
our future capital needs;
·
results of our research and development
efforts, and
·
success of our patent applications.
Forward-looking statements are subject to risks and
uncertainties, certain of which are beyond our control. Actual results could
differ materially from those anticipated as a result of the factors described
in the Risk Factors and detailed herein and in our other Securities and
Exchange Commission filings, including among others:
·
the effect of regulation by the FDA and other
governmental agencies;
·
delays in obtaining, or our inability to
obtain, approval by the FDA or other regulatory authorities for our products;
·
research and development efforts, including
delays in developing, or the failure to develop, our products;
·
the development of competing or more
effective products by other parties;
·
the results of pre-clinical and clinical
testing;
·
uncertainty of market acceptance of our
products;
·
problems that we may face in manufacturing,
marketing, and distributing our products;
·
our inability to raise additional capital
when needed;
·
delays in the issuance of, or the failure to
obtain, patents for certain of our products and technologies; and
·
problems with important suppliers and
business partners.
Because of these risks and uncertainties, the
forward-looking events and circumstances discussed in this prospectus
supplement or incorporated by reference might not occur. Factors that cause
actual results or conditions to differ from those anticipated by these and
other forward-looking statements include those more fully described in the Risk
Factors section and elsewhere in this prospectus supplement.
RISK
FACTORS
Investment in our securities involves a high degree
of risk. You should carefully consider the risks described in the section
entitled Risk Factors in any prospectus as well as in the section entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations
contained in our most recent annual report on Form 10-K, which has been
filed with the SEC and are incorporated herein by reference in their entirety,
as well as other information in this prospectus and any other documents or
reports incorporated by reference herein before purchasing any of our
securities. Each of the risks described in these sections and documents could
materially and adversely affect our business, financial condition, results of
operations and prospects, and could result in a loss of your investment.
S-3
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USE OF
PROCEEDS
We expect to receive approximately $15.5 million in
net proceeds from the sale of 14,224,202 units in this offering, after
deducting placement agent fees and offering expenses payable by us. In addition
to the placement agent fees and offering expenses payable by us, as
compensation for financial advisory services rendered prior to and other than
in connection with the offering, the Company has agreed to pay JMP Securities
LLC 2% of the gross proceeds, or $330,202. Pending the use of the net proceeds,
we may invest the net proceeds in investment grade, interest-bearing
securities.
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. We may also use a portion of the net proceeds to acquire or
invest in businesses, products and technologies that are complementary to our
own, although we are not currently planning or negotiating any such
transactions. We have not identified the amounts we plan to spend on each of
these areas or the timing of such expenditures, and we will have significant
discretion in the use of any net proceeds. The amounts and timing of our actual
expenditures for each purpose may vary significantly depending upon numerous
factors, including the status of our research and product development efforts,
regulatory approvals, competition, and economic or other conditions.
DILUTION
The net tangible book value of our common stock on September 30,
2008 was approximately $12.8 million, or approximately $0.1798 per share. Net
tangible book value per share is equal to the amount of our total tangible
assets, less total liabilities, divided by the aggregate number of shares of
common stock outstanding. Dilution in net tangible book value per share
represents the difference between the amount per share paid by purchasers of
shares of common stock in this offering and the net tangible book value per
share of our common stock immediately after this offering. After giving effect
to the sale of the shares of common stock in this offering at a sales price of
$1.16
per share, our net tangible
book value at September 30, 2008 would have been approximately $28.3
million, or approximately $0.3314 per share. This represents an immediate
dilution of $0.8286 per share to new investors purchasing shares of common
stock in this offering. The following table illustrates this dilution:
Public offering price per share
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$
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1.16
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Net tangible book value per share as of 9/30/08
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$
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0.1798
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Increase per share attributable to new
investors
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0.1516
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Net tangible book value per share as of 9/30/08
after giving effect to this offering
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0.3314
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Dilution per share to new investors
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$
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0.8296
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The foregoing table does not take into account
further dilution to new investors that could occur upon the exercise of
outstanding options having a per share exercise price less than the per share
offering price to the public in this offering. As of September 30, 2008,
there were 71,161,072
shares of
common stock outstanding, which does not include:
8,140,060
shares of common stock issuable upon exercise of options outstanding at a
weighted average exercise price of $3.42 per share;
11,737,396
shares of common stock issuable upon exercise of warrants outstanding at a
weighted average exercise price of $8.12 per share; and
740,266
shares available for future grant under
our stock option plan and 181,933 shares available for future issuance under
our employee stock purchase plan.
S-4
Table of Contents
PLAN OF
DISTRIBUTION
Rodman & Renshaw, LLC is acting as the
placement agent of the offering. Subject to the terms and conditions stated in
the Placement Agency Agreement dated the date of this prospectus, the placement
agent is using their reasonable efforts to introduce us to investors who will
purchase the units we are offering pursuant to this prospectus supplement. The
placement agent does not have any obligation to buy any of the units from us or
to arrange the purchase or sale of any specific number or dollar amount of the
units.
We may enter into subscription agreements with
investors for the purchase of units in this offering. The terms of this
offering will be subject to market conditions and negotiations between us, the
placement agent and prospective investors.
We will deposit the units with the Depository Trust
Company upon our receipt of funds from each investor. At the closing,
Depository Trust Company will credit the shares to the respective accounts of
the investors and the Company will issue the unit warrants.
Confirmations and definitive prospectuses will be
distributed to all investors who agree to purchase units, informing investors
of the closing date as to such units. We currently anticipate that closing of
the sale of the units will take place on or about January 30, 2009.
Investors will also be informed of the date on which they must transmit the
purchase price into the designated company accounts.
We have agreed to pay the placement agent an
aggregate placement agents fee equal to five and ½ percent of the gross
proceeds from the sale of the units in this offering, except for investors
introduced to the placement agent by the Company, as to which we will pay a 2%
fee. We will also reimburse the placement agent for certain reasonable expenses
incurred by them in connection with this offering, in the amount of 0.8% of
gross offering proceeds, up to an overall cap of $25,000. The following table
shows the per share and total placement agents fee and expenses we will pay to
the placement agent in connection with the sale of the units offered pursuant
to this prospectus supplement, the accompanying prospectus and any free writing
prospectus, assuming the purchase of all of the units offered hereby:
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Paid by us
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Per unit
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$
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0.042
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Total
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$
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601,254
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We agreed to grant compensation warrants to the
placement agent to purchase a number of our common shares equal to 3% percent
of the number of shares of common stock sold by us in the offering. The
compensation warrants will be substantially on the same terms
as the warrants offered hereby, except that the compensation warrants will have
an exercise price equal to $1.45, will expire on January 30, 2014 and will
otherwise comply with FINRA Rule 5110(g)(1) in that for a period of
six months after the issuance date of the compensation warrants (which shall
not be earlier than the closing date of the offering pursuant to which the
compensation warrants are being issued), neither the compensation warrants nor
any warrant shares issued upon exercise of the compensation warrants shall be
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in
the effective economic disposition of the securities by any person for a period
of 180 days immediately following the date of effectiveness or commencement of
sales of the offering pursuant to which the compensation warrants are being
issued, except the transfer of any security:
i. by operation of law or by
reason of reorganization of the Company;
ii. to any FINRA member firm
participating in this offering and the officers or partners thereof, if all
securities so transferred remain subject to the lock-up restriction described
above for the remainder of the time period;
S-5
Table of Contents
iii. if the aggregate amount of securities of
the Company held by Rodman & Renshaw, LLC or related person do not
exceed 1% of the securities being offered;
iv. that is beneficially owned on a
pro-rata basis by all equity owners of an investment fund, provided that no
participating member manages or otherwise directs investments by the fund, and
participating members in the aggregate do not own more than 10% of the equity
in the fund; or
v. the exercise or conversion of
any security, if all securities received remain subject to the lock-up
restriction set forth above for the remainder of the time period.
In compliance with the guidelines of FINRA the
maximum consideration or discount to be received by any FINRA member may not
exceed eight percent of the aggregate amount of the securities offered pursuant
to this prospectus supplement. The placement agent has informed us that they
will not engage in over-allotment or syndicate covering transactions in
connection with this offering.
In connection with the offering, Rodman & Renshaw, LLC has
advised us that they will not engage in stabilizing transactions.
This is a brief summary of the material provisions
of the Placement Agency Agreement and the subscription agreements and does not
purport to be a complete statement of their terms and conditions. The Placement
Agency Agreement and form of subscription agreement is included as an exhibit
to our Current Report on Form 8-K that will be filed with the Securities
and Exchange Commission prior to the consummation of this offering. See Where
You Can Find More Information in this prospectus.
A prospectus supplement and the accompanying
prospectus in electronic format may be made available on the websites
maintained by one or more of the placement agent.
Other than the electronic formats of this prospectus
supplement and the accompanying prospectus made available by the placement
agent, the information contained on, or accessible through, the placement agents
website or any other website maintained by the placement agent is not part of
the prospectus supplement, the accompanying prospectus, any free writing
prospectus or the registration statement of which this prospectus supplement
and the accompanying prospectus form a part, and has not been approved and/or
endorsed by us and should not be relied upon by investors.
We have agreed to indemnify the placement agent and
certain of its affiliates against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or the Securities Act, and the
Securities Exchange Act of 1934, as amended, or the Exchange Act, or to
contribute to payments the placement agent may be required to make because of
any of those liabilities.
The placement agent may, from time to time, engage
in transactions with and perform services for us in the ordinary course of
their business for which it may receive customary fees.
The transfer agent for our common stock is Mellon
Investor Services LLC.
Our common stock is traded on the Nasdaq Global
Market under the symbol AVII.
DESCRIPTION
OF THE UNIT WARRANTS
Each unit will include 1 common share purchase
warrants. The warrants will be exercisable by the holders at any time on or
after July 30, 2009 and through and including July 30, 2014.
The warrants will be issued in the form of warrant
certificates. The exercise price per share of common stock purchasable upon
exercise of the unit warrant is $1.16 per share of common stock being purchased
The warrants will, among other things, include provisions for the appropriate
adjustment in exercise price of the warrants and the class and number of the
common shares to be issued upon exercise of the warrants upon the occurrence of
certain events, including any subdivision, consolidation or reclassification of
our common shares, the payment of stock dividends, our amalgamation, and
certain distributions.
S-6
Table
of Contents
The common shares underlying the unit warrants, when
issued upon exercise of a unit warrant, will be fully paid and non-assessable,
and we will pay any transfer tax, transfer agent fee, or other incidental tax
or expense incurred as a result of the issuance of common shares to the holder
upon its exercise.
We are not required to issue fractional shares upon
the exercise of a warrant. In lieu of any fractional share that would otherwise
be issuable, we will pay the warrant holder cash equal to the product of such
fraction multiplied by the closing price of one common share as reported on the
applicable trading market. The holder of a warrant will not possess any rights
as our shareholder until such holder exercises the warrant.
At any time in which the registration statement of
which this prospectus is a part is effective after July 30, 2009, a
warrant may be exercised upon delivery to us, prior to the expiry date of the
unit warrant, of the exercise form found on the back of the warrant certificate
completed and executed as indicated, accompanied by payment of the exercise
price in immediately available funds for the number of common shares with
respect to which the unit warrant is being exercised. At any time in which the
registration statement of which this prospectus is a part is not effective
after July 30, 2009 and prior to the warrant expiry date, by proper
election on the exercise form a warrant may be exercised through a cashless
exercise, in which event we will issue to the holder of the unit warrant a
number of shares determined by a formula set forth in the warrant certificate,
which will result in fewer common shares being issued to the unit warrant
holder.
Absent a waiver by us, the number of shares of our
common stock that may be acquired by a holder upon exercise of a warrant unit
is limited to the extent that, following the exercise, the total number of
common shares beneficially owned by the holder and its affiliates whose
beneficial ownership is aggregated with the holder does not exceed 4.99% of the
total number of issued and outstanding shares of our common stock. In the event
a holder waives the foregoing restriction, a holder can not waive the
requirement that the number of shares of our common stock that may be acquired
by a holder upon exercise of a unit warrant be limited to the extent that,
following the exercise, the total number of common shares beneficially owned by
the holder and its affiliates whose beneficial ownership is aggregated with the
holder does not exceed 9.99% of the total number of issued and outstanding
shares of our common stock.
The foregoing discussion of material terms and
provisions of the unit warrants is qualified in its entirety by reference to
the detailed provisions of the warrant certificate, which will be provided to
each purchaser in this offering and will be filed on a Current Report on Form 8-K
in connection with this offering.
OTHER
INFORMATION
The Company has also entered into a letter agreement
regarding Board of Director representation (the Letter Agreement) with Eastbourne
Capital Management, LLC (Eastbourne), who has agreed to purchase
approximately $8.25 million of the offered Units pursuant to the terms of the
Securities Purchase Agreement. Under the
terms of the Letter Agreement, subject to certain conditions, the Company has
agreed to appoint a nominee of Eastbourne to its Board of Directors in
connection with the closing of the transaction contemplated by the Securities
Purchase Agreement. The Letter Agreement
terminates at such time funds managed by Eastbourne own less than 25% of the
Common Shares purchased by Eastbourne under the Securities Purchase Agreement,
including Common Shares, if any, acquired upon exercise of the Warrants. A copy of the Letter Agreement is attached
hereto as Exhibit 10.68 to this Current Report on Form 8-K, and is
incorporated herein by reference.
LEGAL
MATTERS
The validity of the shares of common stock being offered hereby has
been passed upon for AVI BioPharma, Inc. by Davis Wright Tremaine LLP of
Portland, Oregon.
EXPERTS
The financial statements of AVI BioPharma, Inc.
as of December 31, 2007 and 2006, and for each of the years in the
three-year period ended December 31, 2007, and managements assessment of
the effectiveness of internal control over financial reporting as of December 31,
2007 have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. We have filed
with the SEC a registration statement on Form S-3 under the Securities Act
with respect to the units we are offering under this prospectus. This
prospectus does not contain all of the information set forth in the
registration statement, as amended, and the exhibits to the registration
statement. For further information with respect to us and the securities we are
offering under this prospectus, we refer you to the registration statement, as
amended, and the exhibits and schedules filed as a part of the registration
statement. You may read and copy the registration statement, as amended, as
well as our reports, proxy statements and other information, at the SECs
Public Reference Room at Room 100 F Street N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for more information about the
operation of the Public Reference Room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC.
Most of our SEC filings are also accessed
through our website at www.avibio.com.
S-7
Table
of Contents
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by
reference in this prospectus the information in other documents that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information in documents that
we file later with the SEC will automatically update and supersede information
contained in documents filed earlier with the SEC or contained in this
prospectus or a prospectus supplement. We incorporate by reference in this
prospectus the documents listed below and any future filings that we may make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the termination of the
offering under this prospectus:
The following documents filed with the SEC are incorporated by
reference in this prospectus:
·
Annual Report on Form 10-K for the year
ended December 31, 2007;
·
Current Reports on Form 8-K filed on January 30,
2009;
·
Our Quarterly Report on Form 10-Q for
the quarters ended March 31, 2008, June 30, 2008 and September 30,
2008; and
·
The description of our common stock contained
in our registration statement on Form 8-A filed on May 29, 1997.
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for documents to:
AVI BioPharma, Inc.
Investor Relations
One S.W. Columbia
Suite 1105
Portland, OR 97258
Attn: Michael C. Hubbard
(503) 227-0554
S-8
Table
of Contents
14,224,202
Units (each unit consisting of 1 share of common stock and 1 common stock
warrants)
14,224,202
shares of common stock issuable upon exercise of the warrants
PROSPECTUS SUPPLEMENT
January 30,
2009
Rodman and
Renshaw, LLC
S-9
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