This
filing is made pursuant to Rule 424(b)(3)
under the Securities Act
of 1933
Registration No. 333-147849
PROSPECTUS
6,426,098 Shares
SGX PHARMACEUTICALS, INC.
Common Stock
This prospectus relates to the offer and sale, from time to time, of up to 6,426,098 shares of
our common stock, $0.001 par value per share, held by the selling stockholders named in this
prospectus. Of those shares, 1,482,944 are issuable upon the exercise of warrants held by the
selling stockholders at an exercise price of $5.77 per share. The selling stockholders acquired the
common stock and warrants to purchase the common stock from us in a private placement that closed
in November 2007 and that is more fully described on pages 4-6 of this prospectus under Selling
Stockholders.
The selling stockholders may resell or dispose of the shares of our common stock, or interests
therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated
with purchasers, to or through underwriters, broker-dealers, agents, or through any other means
described in this prospectus under Plan of Distribution. The selling stockholders will bear all
commissions and discounts, if any, attributable to the sale or disposition of the shares, or
interests therein. We will bear all costs, expenses and fees in connection with the registration
of the shares. We will not receive any of the proceeds from the sale of these shares of our common
stock by the selling stockholders.
Our common stock is traded on the NASDAQ Global Market under the symbol SGXP. The last
reported sale price of our common stock on December 11, 2007 was
$5.07 per share.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION ENTITLED RISK
FACTORS IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K OR QUARTERLY REPORT ON FORM 10-Q FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, AS UPDATED BY ANY SUBSEQUENT FILING WITH THE COMMISSION
THAT IS INCORPORATED BY REFERENCE HEREIN.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus is December 14, 2007
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference in this
prospectus and any applicable prospectus supplement. We have not, and the selling stockholders have
not, authorized anyone to provide you with information different from that contained or
incorporated by reference in this prospectus and any applicable prospectus supplement. You must not
rely on any unauthorized information or representation. The selling stockholders are offering to
sell, and seeking offers to buy, shares of our common stock, but only under circumstances and in
jurisdictions where it is lawful to do so.
The information contained in this prospectus is accurate only as of the date on the front of
this prospectus and information appearing in any applicable prospectus supplement is accurate only
as of the date of the applicable prospectus supplement. Additionally, any information we have
incorporated by reference in this prospectus or any applicable prospectus supplement is accurate
only as of the date of the document incorporated by reference, regardless of the time of delivery
of this prospectus, any applicable prospectus supplement or any sale of our common stock. Our
business, financial condition, results of operations and prospectus may have changed since that
date.
PROSPECTUS SUMMARY
The following summary highlights selected information contained elsewhere or incorporated by
reference in this prospectus. This summary does not contain all the information about us that you
should consider before investing in our common stock. You should carefully read this entire
prospectus, the financial statements and related notes and other information incorporated by
reference in this prospectus and any prospectus supplement, and the additional information
described under the captions WHERE YOU CAN FIND MORE INFORMATION and INCORPORATION BY REFERENCE
on page 9, before making an investment decision. Whenever we refer to SGX Pharmaceuticals, we,
our or us in this prospectus or in any prospectus supplement, we mean SGX Pharmaceuticals,
Inc., unless the context indicates otherwise.
SGX Pharmaceuticals, Inc.
Overview
We are a biotechnology company focused on the discovery, development and commercialization of
innovative cancer therapeutics. Our oncology pipeline includes drug candidates from our FAST drug
discovery platform, such as next generation BCR-ABL inhibitors being developed by us and in
partnership with Novartis and MET tyrosine kinase inhibitors, including SGX523, and potent JAK2
inhibitors.
We were incorporated in Delaware on July 16, 1998. Our principal executive offices are
located at 10505 Roselle Street, San Diego, CA, 92121, and our telephone number at that address is
(858) 558-4850. Our website address is
http://www.sgxpharma.com
. The information contained
on, or accessible through, our website is not incorporated by reference into and does not form a
part of this prospectus.
The Offering
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Common stock to be offered by the selling stockholders
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6,426,098 (1) shares
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Common stock outstanding as of November 28, 2007
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21,959,626 (2) shares
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Use of proceeds
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We will not receive
any proceeds from
the sale of the
shares of common
stock covered by
this prospectus.
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NASDAQ Global Market Symbol
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SGXP
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(1)
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Includes 1,482,944 shares of common stock that may be issued upon the exercise of warrants
held by the selling stockholders.
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(2)
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Based upon the estimated maximum number of shares of common stock that may be sold by the
selling stockholders, after giving effect to the exercise of warrants to purchase up to an
aggregate of 1,482,944 shares of common stock and excluding shares of common stock to be
issued upon the exercise of other outstanding warrants and options.
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1
RISK FACTORS
An investment in our common stock involves a high degree of risk. Prior to making a decision
about investing in our common stock, you should consider carefully the specific risk factors
discussed in the sections entitled Risk Factors contained in our most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission,
or SEC, which is incorporated herein by reference in its entirety, as well as any amendment or
updates to our risk factors reflected in subsequent filings with the SEC. These risks and
uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties
not presently known to us, or that we currently view as immaterial, may also impair our business.
If any of the risks or uncertainties described in our SEC filings or any additional risks and
uncertainties actually occur, our business, financial condition, results of operations and cash
flow could be materially and adversely affected. In that case, the
trading price of our common stock
could decline and you might lose all or part of your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act. These forward-looking statements are subject to the safe harbor created by Section 27A of
the Securities Act and Section 21 E of the Exchange Act and may include, but are not limited to,
statements concerning our possible or assumed future results of operations, business strategies,
capital requirements and financing plans, competitive position, industry environment, potential
growth opportunities, the progress of our research and development programs, receipt of regulatory
clearances and approvals, the effects of future regulation and the effects of competition.
In some cases, you can identify forward-looking statements by terms such as anticipates,
believes, could, estimates, expects, intends, may, plans, potential, predicts,
projects, should, will, would, the negative of these words and words or similar expressions
intended to identify forward-looking statements. These statements reflect our views as of the date
on which they were made with respect to future events and are based on assumptions and subject to
known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performances or
achievements expressed or implied by such statements. We discuss these risks in greater detail
under the heading Risk Factors in our SEC filings. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. The forward-looking statements contained
in this prospectus, any applicable prospectus supplement and the documents incorporated by
reference herein and therein, represent our estimates and assumptions only as of the date of the
document containing the applicable statement.
You should rely only on information contained or incorporated by reference in this prospectus
and any prospectus supplement, and the registration statement of which this prospectus is a part,
including the exhibits that we have filed with the registration statement. You should understand
that our actual future results may be materially different from what we expect. We qualify all of
the forward-looking statements in the foregoing documents by these cautionary statements.
Except as required by law, we undertake no obligation to update or revise any forward-looking
statements to reflect new information or future events or developments. You should not assume that
our silence over time means that actual events are bearing out as expressed or implied in such
forward-looking statements. Before deciding to purchase our common stock, you should carefully
consider the risk factors discussed or incorporated by reference in this prospectus and any
prospectus supplement.
2
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common stock currently owned
by the selling stockholders, but we may receive proceeds from the exercise of outstanding warrants
owned by the selling stockholders if such warrants are exercised. However, the warrants contain
provisions for cashless exercise under specified circumstances, in which case, we would not receive
any proceeds from the exercise of the warrants from the selling stockholders. The warrants entitle
the selling stockholders to purchase shares of our common stock at an exercise price of $5.77 per
share. Any such proceeds will be used primarily to advance our research, development and
commercialization of innovative cancer therapeutics, as well as for general corporate purposes.
The proceeds from the sale of the common stock offered pursuant to this prospectus are solely
for the accounts of the selling stockholders or their pledgees, donees, transferees or other
successors-in-interest.
Each selling stockholder will pay any underwriting discounts and commissions and expenses incurred
by the selling stockholder for brokerage, accounting, tax or legal services or any other expenses
incurred by the selling stockholder in disposing of the shares. We will bear all other costs, fees
and expenses incurred in effecting the registration of the shares covered by this prospectus,
including, without limitation, all registration and filing fees and fees and expenses of our
counsel and our accountants.
3
SELLING STOCKHOLDERS
On November 23, 2007, we issued an aggregate of 4,943,154 shares of our common stock and
warrants to purchase an additional aggregate of 1,482,944 shares of our common stock in a private
placement to the selling stockholders for an aggregate purchase price of approximately $25 million.
Pursuant to the securities purchase agreement related to this private placement and dated November
19, 2007 by and among us and each of the selling stockholders, we are registering a total of
6,426,098 shares of our common stock, including 1,482,944 shares of common stock issuable upon the
exercise of the warrants, to permit each of the selling stockholders and their donees, pledgees,
transferees or other successors-in-interest that receive their shares after the date of this
prospectus to resell or otherwise dispose of the shares, or interests therein, as well as any stock
that we may issue or may be issuable by reason of any stock split, stock dividend or similar
transaction involving these shares, in the manner contemplated under Plan of Distribution.
The table below, including the footnotes, presents information regarding the selling
stockholders and the shares of our common stock that were sold to the selling stockholders under
the securities purchase agreement or that may be issuable upon exercise of the warrants sold to the
selling stockholders under the securities purchase agreement, and that the selling stockholders may
offer and sell from time to time under this prospectus, although the shares of our common stock
issuable upon exercise of the warrants will not be eligible to be offered pursuant to this
prospectus until the warrants become exercisable.
Except as set forth below, none of the selling stockholders nor any of their respective
affiliates, officers, directors or principal equity holders has held any position or office or had
any other material relationship with us or our affiliates within the past three years.
This table and the accompanying footnotes are prepared based in part on information supplied
to us beginning on November 19, 2007 by the selling stockholders. The number of shares in the
column Number of Shares Being Offered represents all of the shares of our common stock, including
the shares of our common issuable upon exercise of the warrants, that a selling stockholder may
offer under this prospectus. The table and footnotes assume that the selling stockholders will sell
all of such shares, including the shares issuable upon exercise of the warrants. However, because
the selling stockholders may sell all or some of their shares under this prospectus from time to
time, or in another permitted manner, we cannot assure you as to the actual number of shares that
will be sold by the selling stockholders or that will be held by the selling stockholders after
completion of any sales. We do not know how long the selling stockholders will hold the shares
before selling them. Information concerning the selling stockholders may change from time to time
and changed information will be presented in a supplement to this prospectus if and when necessary
and required.
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Shares Beneficially
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Shares Beneficially Owned
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Number of
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Owned
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Prior to Offering (1)
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Shares Being Offered
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After Offering (1)(2)
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Warrant
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Selling Stockholders (3)
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Number
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Percent
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Shares
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Shares
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Number
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Percent
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Funds affiliated with OrbiMed Advisors, LLC:
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Stichting PensioenFonds ABP (4)
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871,000
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4.2
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%
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670,000
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201,000
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Caduceus Capital Master Fund Limited (4)
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870,100
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4.2
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%
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630,000
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189,000
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51,100
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*
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Caduceus Capital II, L.P. (4)
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553,400
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2.7
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%
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400,000
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120,000
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33,400
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*
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UBS Eucalyptus Fund, L.L.C. (4)
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512,700
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2.5
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%
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370,000
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|
111,000
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31,700
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*
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Summer Street Life Sciences Hedge Fund Investors LLC (4)
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221,400
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1.2
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%
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160,000
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48,000
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13,400
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*
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PW Eucalyptus Fund, Ltd. (4)
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62,300
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*
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45,000
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13,500
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3,800
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*
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Total
for funds affiliated with OrbiMed Advisors, LLC
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3,090,900
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14.6
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%
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2,275,000
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682,500
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133,400
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*
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4
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|
Shares Beneficially
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Shares Beneficially Owned
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Number of
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Owned
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|
Prior to Offering (1)
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Shares Being Offered
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After Offering (1)(2)
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Warrant
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Selling Stockholders (3)
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Number
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Percent
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Shares
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Shares
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Number
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Percent
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Funds affiliated with Great Point Partners,
LLC:
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Biomedical Value Fund, L.P. (5)
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863,668
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4.2
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%
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664,360
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199,308
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Biomedical Offshore Value Fund Ltd. (5)
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678,596
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3.3
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%
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521,997
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156,599
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Total
for funds affiliated with Great Point Partners, LLC
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1,542,264
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7.4
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%
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1,186,357
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|
|
355,907
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|
Funds affiliated with Arnhold and S.
Bleichroeder Advisers, LLC:
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First Eagle Value in Biotechnology Master Fund, Ltd. (6)
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289,130
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1.4
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%
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138,408
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41,522
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|
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109,200
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|
*
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DEF Associates MMK (7)
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211,524
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1.0
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%
|
|
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98,864
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|
|
|
29,660
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|
|
|
83,000
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*
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|
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|
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|
|
|
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|
|
21 April Fund, Ltd. (7)
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|
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180,677
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|
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|
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*
|
|
|
75,136
|
|
|
|
22,541
|
|
|
|
83,000
|
|
|
|
*
|
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|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
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|
|
21 April Fund, L.P. (7)
|
|
|
113,845
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|
|
|
|
*
|
|
|
23,727
|
|
|
|
7,118
|
|
|
|
83,000
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Eagle Value in Biotechnology Fund, L.P. (6)
|
|
|
79,555
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|
|
|
|
*
|
|
|
29,658
|
|
|
|
8,897
|
|
|
|
41,000
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
First Eagle Contrarian Value Master Fund, Ltd. (6)
|
|
|
66,056
|
|
|
|
|
*
|
|
|
29,659
|
|
|
|
8,897
|
|
|
|
27,500
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
for funds affiliated with Arnhold and S. Bleichroeder Advisers, LLC.
|
|
|
940,787
|
|
|
|
4.6
|
%
|
|
|
395,452
|
|
|
|
118,635
|
|
|
|
426,700
|
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds affiliated with DAFNA Capital
Management, LLC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAFNA LifeScience Select Ltd. (8)
|
|
|
420,983
|
|
|
|
2.0
|
%
|
|
|
248,100
|
|
|
|
74,430
|
|
|
|
98,453
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAFNA LifeScience Ltd. (8)
|
|
|
132,134
|
|
|
|
|
*
|
|
|
77,200
|
|
|
|
23,160
|
|
|
|
31,774
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAFNA
LifeScience Market Neutral Ltd. (8)
|
|
|
119,460
|
|
|
|
|
*
|
|
|
70,200
|
|
|
|
21,060
|
|
|
|
28,200
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
for funds affiliated with DAFNA Capital Management, LLC
|
|
|
672,577
|
|
|
|
3.3
|
%
|
|
|
395,500
|
|
|
|
118,650
|
|
|
|
158,427
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innovis Investments L.P. (9)
|
|
|
514,087
|
|
|
|
2.5
|
%
|
|
|
395,452
|
|
|
|
118,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ventures International (10)(11)
|
|
|
254,010
|
|
|
|
1.2
|
%
|
|
|
195,393
|
|
|
|
58,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camber Capital Fund L.P. (12)
|
|
|
130,000
|
|
|
|
|
*
|
|
|
100,000
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Less than 1%.
|
|
(1)
|
|
Shares beneficially owned include shares of our common stock and shares of
common stock issuable upon exercise of the warrants. Percentages are based on
20,476,682 shares of our common stock that were outstanding on November 28,
2007. In calculating the percentage for each selling stockholder, the shares
of common stock issuable upon exercise of the warrants are treated as shares
outstanding for that selling stockholder but are not treated as outstanding for
any other person. In calculating the percentage for each group of affiliated
funds, the shares of common stock issuable upon exercise of the warrants held
by each of the affiliated funds are treated as outstanding for that group.
|
|
(2)
|
|
The selling stockholders may offer and sell all or a part of
the common stock being offered pursuant to
this prospectus, but no estimates can be made as to the amount of shares of common stock that
will be held by the selling stockholders after the completion of this offering.
|
5
|
|
|
(3)
|
|
Based on the information received by SGX Pharmaceuticals from each known holder of the
securities, except as disclosed below, no selling stockholder is an affiliate of any
registered broker-dealer.
|
|
(4)
|
|
OrbiMed Advisors, LLC serves as the investment adviser for each of these selling stockholders
and, in such capacity, has the discretionary authority to vote over and dispose of the shares
held by these selling stockholders and may be deemed to be the beneficial owner of these
shares. Samuel D. Isaly, in his capacity as Managing Partner of OrbiMed Advisors, LLC, also
has discretionary authority to vote over and dispose of the shares held by these selling
stockholders, and may be deemed to be the beneficial owner of these shares.
|
|
(5)
|
|
Jeffrey R. Jay, M.D., a Managing Partner and the Portfolio
Manager of Great Point Partners,
LLC, which serves as the investment manager for each of these selling stockholders, has
discretionary authority to vote over and dispose of the shares held by these selling
stockholders, and may be deemed to be the beneficial owner of these shares.
|
|
(6)
|
|
Dan DeClue, a Portfolio Manager of Arnhold and S. Bleichroeder Advisers, LLC, which serves as
the investment manager for each of these selling stockholders, has discretionary authority to
vote over and dispose of the shares held by these selling stockholders, and may be deemed to
be the beneficial owner of these shares.
|
|
(7)
|
|
Michael Keller, a Vice Chairman of Arnhold and S. Bleichroeder Advisers, LLC, which serves as
the investment manager for each of these selling stockholders, has discretionary authority to
vote over and dispose of the shares held by these selling stockholders, and may be deemed to
be the beneficial owner of these shares.
|
|
(8)
|
|
Nathan Fischel, MD, CFA, the Chief Executive Officer of DAFNA Capital Management LLC, the
investment adviser for each of these selling stockholders, has discretionary authority to vote
over and dispose of the shares held by these selling stockholders, and may be deemed to be the
beneficial owner of these shares. Dr. Fischel disclaims any such
beneficial ownership of the shares.
|
|
(9)
|
|
Hans Peter Bissinger, a General Partner of this selling stockholder, has discretionary
authority to vote over and dispose of the shares held by this selling stockholder, and may be
deemed to be the beneficial owner of these shares.
|
|
(10)
|
|
Heights Capital Management, Inc., the authorized agent of Capital Ventures International, has
discretionary authority to vote over and dispose of the shares held by Capital Venture
International and may be deemed to be the beneficial owner of these shares. Martin Kobinger,
in his capacity as Investment Manager of Heights Capital Management, Inc., also has
discretionary authority to vote over and dispose of the shares held this selling stockholder,
and may be deemed to be the beneficial owner of these shares. Mr. Kobinger disclaims any such
beneficial ownership of the shares.
|
|
(11)
|
|
Capital Ventures International has identified itself as being under the common control of one
or more NASD members, and it has represented to us that none of such NASD members have
participated in the offering. In addition, Capital Ventures International has identified
itself as being affiliated with one or more registered broker-dealers, and has represented to
us that it has purchased the shares in the ordinary course of business and, at the time of
purchase, with no arrangement or understanding, directly or indirectly, with any persons
regarding the distribution of such shares.
|
|
(12)
|
|
Stephen DuBois, the managing member of Camber Capital Partners, LLC, the general partner of
Camber Capital Fund L.P., has discretionary authority to vote over and dispose of the shares
held by this selling stockholder and may be deemed to be the beneficial owner of these shares.
Mr. DuBois disclaims any such beneficial ownership of the shares.
|
6
PLAN
OF DISTRIBUTION
The selling stockholders, which as used herein includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock issued to the selling stockholders or
issuable upon the exercise of the warrants issued to the selling stockholders, or interests in
shares of common stock received after the date of this prospectus from a selling stockholder as a
gift, pledge, partnership distribution or other transfer, may, from time to time, directly or
through one or more underwriters, broker-dealers or agents, sell, transfer or otherwise dispose of
any or all of their shares of common stock or interests in shares of common stock on any stock
exchange, market or trading facility on which the shares are traded, in the over-the-counter
market, or in private transactions. These dispositions may be at fixed prices that may be changed,
at market prices prevailing at the time of sale, at prices related to prevailing market prices, at
varying prices determined at the time of sale or at prices otherwise negotiated. The selling
stockholders will act independently of us in making decisions with respect to the timing, manner
and size of each sale. After the registration statement of which this prospectus is a part has been
declared effective by the SEC, the selling stockholders may sell the shares of common stock using
one or more, or a combination of the following methods:
|
|
|
on the NASDAQ Global Market (or any other exchange on which the shares may be listed);
|
|
|
|
|
on the over-the-counter market;
|
|
|
|
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
|
|
|
|
|
block trades in which the broker-dealer will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
|
|
purchases by a broker-dealer as principal and resale by the broker or dealer for its
account;
|
|
|
|
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
privately negotiated transactions;
|
|
|
|
|
short sales;
|
|
|
|
|
through the writing or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
|
|
|
|
|
through the distribution of the common stock by any selling stockholders to its
partners, members or stockholders;
|
|
|
|
|
through one or more underwritten offerings on a firm commitment or best efforts basis;
|
|
|
|
|
broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
|
|
|
|
|
a combination of any such methods of sale; and
|
|
|
|
|
any other method permitted pursuant to applicable law.
|
Any shares that qualify for sale pursuant to Rule 144 promulgated under the Securities Act may
be sold under Rule 144 rather than pursuant to this prospectus.
The selling stockholders may, from time to time, pledge or grant a security interest in some
or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock,
from time to time, under this prospectus, or under a supplement to this prospectus under Rule
424(b) or under any applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors-in-interest as selling
stockholders under this prospectus. The selling stockholders also may transfer or donate the shares
of common stock in other circumstances, in which case the transferees, pledgees or other
successors-in-interest will be the selling beneficial owners for purposes of this prospectus. To the extent required, this prospectus may
be amended or supplemented from time to time to describe a specific plan of distribution.
7
In connection with distributions of the shares of our common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or other financial
institutions, which institutions may, in turn, engage in short sales of shares of our common stock
in the course of hedging the positions they assume with the selling stockholders. The selling
stockholders may also sell the shares of our common stock short and redeliver these shares to close
out the selling stockholders short positions provided the selling stockholders have met their
prospectus delivery obligations at the time of the short sale. The selling stockholders may also
loan or pledge shares of our common stock to broker-dealers or other financial institutions that
may in turn sell these shares under this prospectus as supplemented. The selling stockholders may
also enter into option or other transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares of our common stock offered by this prospectus, which
shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of the shares of common stock
offered by them will be the purchase price of the shares less discounts or commissions, if any.
Each of the selling stockholders reserves the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of common stock to be made
directly or through agents. We will not receive any of the proceeds from the sale of the shares by
the selling stockholders.
The selling stockholders may engage brokers and dealers, and any brokers or dealers may
arrange for other brokers or dealers to participate in effecting sales of the shares. These
brokers, dealers or underwriters may act as principals, or as an agent of a selling stockholder.
Broker-dealers may agree with a selling stockholder to sell a specified number of the shares at a
stipulated price per security. If the broker-dealer is unable to sell shares acting as agent for a
selling stockholder, it may purchase as principal any unsold shares at the stipulated price.
Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time
in transactions in any stock exchange on which the shares are then listed, at prices and on terms
then prevailing at the time of sale, at prices related to the then-current market price or at
prices set in negotiated transactions. Broker-dealers may use block transactions and sales to and
through broker-dealers, including transactions of the nature described above.
To the extent required under the Securities Act, the aggregate amount of selling stockholders
shares being offered and the terms of the offering, the names of any agents, brokers, dealers or
underwriters and any applicable commission with respect to a particular offer will be set forth in
an accompanying prospectus supplement or a post-effective amendment to the registration statement
that includes this prospectus. Any underwriters, dealers, brokers or agents participating in the
distribution of the shares may receive compensation in the form of underwriting discounts,
concessions, commissions or fees from a selling stockholder or purchasers of selling stockholders
shares, for whom they may act (which compensation as to a particular broker-dealer might be in
excess of customary commissions).
To the extent that any selling stockholder or any underwriter, broker-dealer or agent that
participates in the sale of the shares of common stock or interests therein by a selling
stockholder is deemed to be an underwriter within the meaning of Section 2(11) of the Securities
Act, any discount, commission, concession or profit earned on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. To our knowledge, none of the
selling stockholders is an underwriter with respect to the shares being offered hereby;
however, in the event that any selling stockholder is deemed to be an underwriter within the
meaning of Section 2(11) of the Securities Act, the selling stockholder will be subject to the
prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. To our knowledge and based
upon information we received from the selling stockholders, each selling stockholder that is
affiliated with a broker-dealer acquired the shares of common stock being registered hereunder in
the ordinary course of business, and, at the time such selling stockholder acquired the shares
being registered hereunder, such selling stockholder did not have any agreement or understanding,
directly or indirectly, with any person to distribute such shares. To our knowledge, none of the
selling stockholders received any shares as underwriting compensation.
8
We will bear all of the costs, expenses and fees in connection with the registration of the
shares of common stock, other than any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of shares, which will be borne by the selling
stockholder selling such shares of common stock. We have agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.
In order to comply with the securities laws of some states, if applicable, the shares of
common stock may be sold in these jurisdictions only through registered or licensed brokers or
dealers. In some states the shares may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is
complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares of our common stock in the market and to the
activities of the selling stockholders and their affiliates. These rules may limit the timing of
purchases and sales of the shares by such selling stockholders. Regulation M may also restrict the
ability of any person engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common stock. All of the foregoing may
affect the marketability of the shares of common stock and the ability of any person or entity to
engage in market-making activities with respect to the shares of common stock.
There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the registration statement, of which this prospectus forms a
part.
LEGAL MATTERS
The validity of the common stock being offered hereby will be passed upon by Cooley Godward
Kronish LLP, San Diego, California.
EXPERTS
The
consolidated financial statements of SGX Pharmaceuticals, Inc.
appearing in its Annual Report on Form 10-K for the year ended December 31, 2006 have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth in their report thereon, included
therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given on the authority of such 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 common stock offered for resale by this prospectus.
This prospectus, which constitutes a part of the registration statement, does not contain all of
the information set forth in the registration statement or the exhibits which are part of the
registration statement. For further information with respect to us and the common stock offered for
resale by this prospectus, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. You may read and copy any document we file
with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public
Reference Room. Our SEC filings are also available at the SECs website at
www.sec.gov
. We maintain
a website at
www.sgxpharma.com
. Information contained in or accessible through our website
does not constitute a part of this prospectus.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference information 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 an important part of this prospectus. Information in this
prospectus supersedes information incorporated by reference that we filed with the SEC prior to the
date of this prospectus, while information that we file later with the SEC will automatically
update and supersede the information in this prospectus. We incorporate by reference into this
registration statement and prospectus the documents listed below, and any future filings we will
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus but prior to
9
the termination of the offering of the shares covered by this prospectus (other than Current
Reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K):
|
|
|
our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC
on March 30, 2007;
|
|
|
|
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007
and September 30, 2007, filed with the SEC on May 15, 2007, August 14, 2007 and November
13, 2007, respectively;
|
|
|
|
|
our Current Reports on Form 8-K filed with the SEC on January 31, 2007, September 10,
2007, November 20, 2007, December 12, 2007 and December 13, 2007; and
|
|
|
|
|
the description of our common stock contained in our Registration Statement on Form S-1
filed with the SEC on January 31, 2006, including any amendments or reports filed for the
purposes of updating this description.
|
You may obtain a copy of all of the documents that have been incorporated by reference in this
prospectus, including exhibits to these documents, without charge by requesting them from us. You
should direct any written or oral requests for any of the foregoing documents to:
W. Todd Myers
SGX Pharmaceuticals, Inc.
10505 Roselle Street
San Diego, California 92121
(858) 558-4850
10
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