UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2009
ADVENTRX Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32157
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84-1318182 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
6725 Mesa Ridge Road, Suite 100
San Diego, CA 92121
(Address of principal executive offices and zip code)
Not applicable
(Former name or former address if changed since last report)
Registrant’s telephone number, including area code: (858) 552-0866
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On
June 7, 2009, ADVENTRX Pharmaceuticals, Inc. (the “Company”) entered into an engagement
letter agreement with Rodman & Renshaw, LLC (the “Placement Agent”), pursuant to which the
Placement Agent agreed to serve as exclusive placement agent for the Company on a best efforts
basis in connection with a proposed offering by the Company of
approximately $2.0 million of its securities.
On June 8, 2009, the Company entered into a securities purchase agreement with an investor,
pursuant to which the Company agreed to sell an aggregate of 1,993 shares of its 0% Series A
Convertible Preferred Stock (“convertible preferred stock”) and warrants to purchase up to an
aggregate of 8,116,290 shares of its common stock to such investor. The convertible preferred stock
and the warrants were offered in units, with each unit consisting of one share of convertible
preferred stock and a warrant to purchase approximately 4,072 shares of common stock. The purchase
price per unit is $1,000. An aggregate of 26,152,489 shares of the Company’s common stock are
issuable upon conversion of the convertible preferred stock and exercise of the warrants.
Subject to certain ownership limitations, the convertible preferred stock will be convertible
at the option of the holder at any time into shares of our common stock at a conversion price of
$0.1105 per share. The conversion price of the convertible preferred stock will be subject to
adjustment in the case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions. The convertible preferred stock will be subject to automatic
conversion into shares of common stock upon the occurrence of a change in control of our company
and we may become obligated to redeem the convertible preferred stock upon the occurrence of
certain triggering events, including the material breach by us of certain contractual obligations
to the holders of the convertible preferred stock, the occurrence of a change in control of our
company, the occurrence of certain insolvency events relating to our company or the failure of our
common stock to continue to be listed or quoted for trading on one or more specified United States
securities exchanges.
Subject to certain ownership limitations, the warrants will exercisable at any time after the
six-month anniversary of their date of issuance and on or before the fifth anniversary of their
initial exercise date at an exercise price of $0.15 per share of common stock, which was the
closing price of the Company’s common stock on the NYSE Amex on June 5, 2009. The exercise price of
the warrants and, in some cases, the number of shares issuable upon exercise are subject to
adjustment in the case of stock splits, stock dividends, combinations of shares and similar
recapitalization transactions.
The securities purchase agreement and the certificate of designation authorizing the
convertible preferred stock include certain agreements and covenants for the benefit of the holders
of the convertible preferred stock, including restrictions on the Company’s ability to amend its
certificate of incorporation and bylaws, pay cash dividends or distributions with respect to its
common stock or other junior securities, repurchase shares of its common stock or other junior
securities, issue additional equity securities for a period of 60 days after the closing and incur
indebtedness, and a requirement to use its reasonable best efforts to maintain the listing of its
common stock on one or more specified United States securities exchanges.
The convertible preferred stock, the warrants and the shares of common stock underlying the
convertible preferred stock and the warrants are being offered and will be issued and sold pursuant
to the Company’s effective shelf registration statement on Form
S-3 (File No. 333-159376) and the
related prospectus supplement filed with the Securities and Exchange Commission on June 8, 2009
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The net proceeds to the
Company from the offering, after deducting placement agent fees and its estimated offering
expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the
offering, are expected to be approximately $1.7 million. The transaction is expected to close on
June 12, 2009, subject to satisfaction of customary closing conditions.
A copy of the opinion of special counsel to the Company relating to the legality of the
issuance and sale of the shares of convertible preferred stock, warrants and shares of common stock
issuable upon conversion of the convertible preferred stock and exercise of the warrants in the
offering is attached as Exhibit 5.1 hereto.
Pursuant to the terms of the engagement letter agreement with the Placement Agent, assuming
the sale of all of the shares of convertible preferred stock and warrants in the offering, the
Company will pay the Placement Agent a fee equal to approximately $139,510 (7.0% of the gross
proceeds from the sale of the securities, excluding proceeds from any exercise of the warrants).
In addition, the Company will issue to the Placement Agent warrants to
purchase up to that number of shares of common stock equal to 5.0% of the number of shares of
common stock underlying the convertible preferred stock sold in the offering. Assuming the sale of
all of the shares of convertible preferred stock in the offering, the compensation warrants to the
placement agent will be exercisable for up to 901,810 shares of the Company’s common stock at an
exercise price of $0.15 per share. The other terms of the Placement Agent’s warrants will be
substantially the same as the terms of the warrants issued to the investor in the offering except
that they will include certain restrictions on transfer in accordance with FINRA regulations.
The foregoing description of the terms of the securities purchase agreement, the certificate
of designation of preferences, rights and limitations of the convertible preferred stock, the
warrants and the engagement letter agreement are subject to, and qualified in their entirety by,
such documents attached hereto as Exhibits 4.1, 3.1, 4.2 and 10.1, respectively, and incorporated
herein by reference. A copy of the press release announcing the registered direct public offering
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2009, the Company filed a Certificate of Designation of Preferences, Rights and
Limitations of 0% Series A Convertible Preferred Stock with the Secretary of State of the State of
Delaware. The description of the certificate of designation and the convertible preferred stock
contained in Item 1.01 above are incorporated herein by reference and are subject to, and qualified
in their entirety by, the certificate of designation attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index
filed with this report.