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8-K - FORM 8-K - Savara Inc | a55992e8vk.htm |
EX-5.1 - EX-5.1 - Savara Inc | a55992exv5w1.htm |
EX-3.1 - EX-3.1 - Savara Inc | a55992exv3w1.htm |
EX-4.1 - EX-4.1 - Savara Inc | a55992exv4w1.htm |
EX-4.2 - EX-4.2 - Savara Inc | a55992exv4w2.htm |
EX-10.1 - EX-10.1 - Savara Inc | a55992exv10w1.htm |
Exhibit 99.1
ADVENTRX PHARMACEUTICALS ANNOUNCES FINANCING
SAN DIEGO May 3, 2010 ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX) announced
today that it has signed agreements to purchase shares of its Series F convertible preferred stock
pursuant to a registered direct offering to institutional investors, representing gross proceeds to
ADVENTRX of approximately $19.2 million. ADVENTRX plans to use the net proceeds from the
offering to fund activities relating to acquiring and developing additional product candidates, to
continue development of its current lead product candidates, and for general corporate purposes.
The convertible preferred stock is convertible into shares of ADVENTRXs common stock at the option
of the investors at a conversion price of $3.7025 per share and will accrue a
2.19446320054018% cumulative dividend until May 6, 2020. If the convertible preferred stock is
converted at any time prior to May 6, 2020, ADVENTRX will pay the holder an amount equal to the
total dividend that would accrue on the convertible preferred stock from the conversion date
through May 6, 2020, or approximately $219.45 per $1,000 stated value of convertible preferred
stock converted, less any dividend payments made with respect to the converted convertible
preferred stock. Approximately $4.2 million of the gross proceeds will be placed in an escrow
account, which amounts will be released to make the dividend and other payments described above.
The investors also will receive series A warrants to purchase an aggregate of 1,816,609 shares of
ADVENTRXs common stock. The series A warrants will have an exercise price of $3.65 per share and
are exercisable at any time after the closing of the transaction and before the 5-year anniversary
of their initial exercise date. The investors also will receive series B warrants to purchase an
aggregate of 778,547 shares of ADVENTRXs common stock. The series B warrants also will have an
exercise price of $3.65 per share and are exercisable at any time after the closing of the
transaction and before the date that is 10 trading days after the 1 year anniversary of their
initial exercise date.
The closing of the offering is expected to take place on or before May 6, 2010, subject to the
satisfaction of customary closing conditions.
The convertible preferred stock and warrants, and the common stock issuable upon conversion and
exercise of the convertible preferred stock and warrants, are being offered by ADVENTRX
pursuant to an effective registration statement(s) on Form S-3 filed with the Securities and
Exchange Commission (SEC). A prospectus relating to the offering will be filed with the SEC.
Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NasdaqGM:
RODM), acted as the exclusive placement agent for the transaction. Caris & Company Inc. acted as
financial advisor to ADVENTRX in connection with the transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. The securities may only be offered by means of a
prospectus. Copies of the prospectus can be obtained directly from Rodman & Renshaw, LLC at 1251
Avenue of the Americas, 20th Floor, New York, NY 10020, or from the SECs website at
www.sec.gov.
About ADVENTRX Pharmaceuticals
ADVENTRX Pharmaceuticals is a specialty pharmaceutical company whose product candidates are
designed to improve the performance of existing cancer treatments by addressing limitations
associated principally with their safety and use. More information can be found on the Companys
web site at www.adventrx.com.
Forward Looking Statement
ADVENTRX cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements that involve risks and assumptions that, if they
materialize or do not prove to be accurate, could cause ADVENTRXs results to differ materially
from historical results or those expressed or implied by such forward-looking statements. These
risks and uncertainties include, but are not limited to: ADVENTRXs dependence on the success of
ANX-530 (vinorelbine injectable emulsion), or ExelbineTM, and ANX-514, and uncertainty
as to whether either product candidate will receive regulatory approval on a timely basis, or at
all, or be commercialized successfully; uncertainty regarding additional product candidates
ADVENTRX may seek to acquire and the costs associated with developing and seeking approval of any
such product candidates; the potential for regulatory authorities to require additional preclinical
work and/or clinical activities to support regulatory filings, including prior to the filing or the
approval of an NDA for Exelbine and/or ANX-514, which activities may increase the cost and timeline
to NDA filling or approval and negatively impact ADVENTRXs ability to raise additional capital or
partner its lead product candidates; the risk that ADVENTRX will pursue development activities at
levels or on timelines, or will incur unexpected expenses, that shortens the period through which
its operating funds will sustain it; the potential that changes made in transferring the
manufacturing process for Exelbine and/or ANX-514 may result in a lack of comparability between the
commercial product and the material used in clinical trials, and that FDA may require ADVENTRX to
perform additional non-clinical or clinical studies; the risk the FDA will determine that Exelbine
and Navelbine® and/or ANX-514 and Taxotere are not bioequivalent, including as a result of
performing bioequivalence analysis based on a patient population other than the population on which
ADVENTRX based its analysis or determining that increased docetaxel blood-levels during and
immediately following infusion are clinically relevant; difficulties or delays in manufacturing,
obtaining regulatory approval for and marketing Exelbine and/or ANX-514, including validating
commercial manufacturing processes and manufacturers, as well as suppliers, and the potential for
automatic injunctions regarding FDA approval of ANX-514; ADVENTRXs reliance on the performance of
third parties to assist in the conduct of its bioequivalence trials, regulatory submissions, CMC
activities and other important aspects of the Exelbine and ANX-514 development programs, including
on-going stability studies for Exelbine and analysis of the ANX-514 bioequivalence trial data, and
that such third parties may fail to perform as expected; the risk that the financing announced in
this press release does not close; and other risks and uncertainties more fully described in
ADVENTRXs press releases and in the prospectus relating to this offering, which will be filed with
the Securities and Exchange Commission. ADVENTRXs public filings with the Securities and Exchange
Commission are available at www.sec.gov.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date when made. ADVENTRX does not intend to update any forward-looking statement as set
forth in this press release to reflect events or circumstances arising after the date on which it
was made.
Company Contact:
|
Investor Contact: | |
ADVENTRX Pharmaceuticals
|
Lippert/Heilshorn & Associates, Inc. | |
Brian Culley, Principal Executive Officer
|
Don Markley (dmarkley@lhai.com) | |
858-552-0866
|
310-691-7100 |
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