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ADVENTRX
Pharmaceuticals, Inc..
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation
or organization)
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84-1318182
(IRS
employer identification no.)
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Title
Of Securities To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum Aggregate
Offering
Price
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Amount
Of
Registration
Fee (4)
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Common
Stock, par value $0.001 per share
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To
be issued upon exercise of options to be granted under the
2005
Equity Incentive Plan
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6,000,000
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$
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2.50/2.30
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(2)
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$
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13,820,000
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$
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1,627
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|||||
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To
be issued under the
2005
Employee Stock Purchase Plan
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1,000,000
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$
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2.30
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(3)
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$
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2,300,000
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$
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271
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|||||
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TOTAL:
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$
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1,898
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| (1) |
In
addition, pursuant to Rule 416 under the Securities Act of 1933,
as
amended (the “Securities
Act”),
this Registration Statement also covers an indeterminate number
of
additional shares of common stock that may be offered or issued
by reason
of stock splits, stock dividends or similar
transactions.
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| (2) |
As
to options for 100,000 shares, based on a value of $2.50 per share.
As to the remaining 5,900,000 shares, estimated solely for purposes
of
calculating the amount of the registration fee. The estimate is
made
pursuant to Rule 457(c) of the Securities
Act.
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| (3) | Estimated solely for purposes of calculating the amount of the registration fee. The estimate is made pursuant to Rule 457(c) of the Securities Act. |
| (4) |
Calculated
pursuant to Section 6(b) of the Securities
Act.
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| (a) |
The
section entitled “Description of Registrant’s Securities” contained in the
Registrant’s Registration Statement on Form 8-A (file No. 001-32157) filed
with the Commission on April 27, 2004, pursuant to Section 12(b)
of the
Exchange Act, including any amendment or report filed for the purpose
of
updating such description.
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| (b) |
The
Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004
filed with the Securities and Exchange Commission (the “SEC”) on March 31,
2005;
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| (c) |
The
Proxy Statement on Schedule 14A filed with the SEC on April 25,
2005, a
revised version of which was filed with the SEC on May 20,
2005;
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| (d) |
The
Quarterly Report on Form 10-Q for the quarterly period ended March
31,
2005 filed with the SEC on May 16,
2005;
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| (e) |
The
Current Report on Form 8-K filed with the SEC on January 26,
2005;
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| (f) |
The
Current Report on Form 8-K filed with the SEC on March 7,
2005;
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| (g) |
The
Current Report on Form 8-K filed with the SEC on March 30,
2005;
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| (h) |
The
Current Report on Form 8-K filed with the SEC on April 5,
2005;
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| (i) |
The
Current Report on Form 8-K filed with the SEC on April 11,
2005;
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| (j) |
The
Current Report on Form 8-K filed with the SEC on April 15,
2005;
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| (k) |
The
Current Report on Form 8-K filed with the SEC on April 19,
2005;
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| (l) |
The
Current Report on Form 8-K filed with the SEC on April 25,
2005;
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| (m) |
The
Current Report on Form 8-K filed with the SEC on May 2,
2005;
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| (n) |
The
Current Report on Form 8-K filed with the SEC on May 16, 2005;
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| (o) |
The
Current Report on Form 8-K filed with the SEC on June 10, 2005;
and
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| (p) | The Current Report on Form 8-K filed with the SEC on July 6, 2005. |
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Exhibit
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Description
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4.1
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Specimen
common stock certificate
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5.1
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Opinion
of Bingham McCutchen LLP as to the legality of the securities being
registered
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10.1
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2005
Equity Incentive Plan
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10.2
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Form
of Stock Option Agreement under the 2005 Equity Incentive
Plan
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10.3
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2005
Employee Stock Purchase Plan
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10.4
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Form
of Subscription Agreement under the 2005 Employee Stock Purchase
Plan
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23.1
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Consent
of Bingham McCutchen LLP (included in Exhibit 5.1)
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23.2
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Consent
of J.H. Cohn, LLP
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24.1
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Power
of Attorney (included in signature pages to this Registration
Statement)
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high and of the estimated maximum offering range may
be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona
fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
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/s/
Evan M. Levine
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Chief
Executive Officer, President, Chief Operating Officer,
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| Evan M. Levine | Secretary and Vice Chairman (Principal Executive Officer) | |
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/s/
Carrie E. Carlander
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Chief
Financial Officer, Vice President, Finance and Treasurer
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| Carrie E. Carlander | (Principal Financial and Accounting Officer) | |
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/s/
M.Ross Johnson
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Chairman
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| M. Ross Johnson | ||
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/s/
Michael M. Goldberg
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Director
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| Michael M. Goldberg | ||
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/s/
Mark J. Pykett
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Director
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| Mark J. Pykett | ||
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/s/
Mark Bagnall
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Director
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| Mark Bagnall |
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Exhibit
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Description
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4.1
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Specimen
common stock certificate for shares of Common Stock
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5.1
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Opinion
of Bingham McCutchen LLP as to the legality of the securities being
registered
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10.1
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2005
Equity Incentive Plan
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10.2
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Form
of Stock Option Agreement under the 2005 Equity Incentive
Plan
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10.3
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2005
Employee Stock Purchase Plan
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10.4
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Form
of Subscription Agreement under the 2005 Employee Stock Purchase
Plan
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23.1
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Consent
of Bingham McCutchen LLP (included in Exhibit 5.1)
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23.2
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Consent
of J.H. Cohn, LLP
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24.1
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Power
of Attorney (included in signature pages to this Registration
Statement)
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