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): January 6, 2011
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 |
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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12390
El Camino Real, Suite 150
San Diego, CA 92130
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 5, 2011, 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 reasonable best efforts
basis in connection with a proposed offering by the Company of its securities.
On January 6, 2011 before 4:00 p.m. (EST), the Company entered into a securities purchase agreement with certain
investors, pursuant to which the Company agreed to sell an aggregate of 8,184,556 shares of
its common stock and warrants to purchase up to an aggregate of 4,092,278 shares of its common
stock (“warrants”). The common stock and the warrants were offered in units, with each unit
consisting of one share of common stock, a series A warrant (“series A warrants”) to purchase up to
0.25 shares of common stock and a series B warrant (“series B warrants”) to purchase up to 0.25
shares of common stock. Each unit will be sold at a negotiated price
of $2.75.
Subject to certain ownership limitations, the series A warrants will be exercisable at any
time after their date of issuance and on or before the fifth trading day after the one-year
anniversary of the date on which they initially become exercisable at an exercise price of $2.75 per share of common
stock. Subject to certain ownership limitations, the series B warrants will be exercisable at any
time after their date of issuance and on or before the five-year
anniversary of the date on which they initially become exercisable at an exercise price of $2.75 per share of common
stock. The closing price of the Company’s common stock on January 5, 2011 was $2.67. 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 includes certain agreements and covenants for the benefit of
the investors, including restrictions on the Company’s ability to issue additional equity
securities for a period of 15 days after January 11, 2011 and to undertake a reverse or forward
stock split of its common stock for a period of 1 year after January 11, 2011, and a requirement to
use its commercially reasonable efforts to maintain the listing of its common stock on one or more
specified United States securities exchanges.
The common stock, the warrants and the shares of common stock underlying 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. 333-165691) and the related prospectus included therein and the
prospectus supplements, dated January 6, 2011 and filed with the Securities and Exchange Commission
on January 6, 2011 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The net
proceeds to the Company from the offering, after deducting the placement agent’s fees and the
Company’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the
warrants issued in the offering, are expected to be approximately $21.0 million. The
transaction is expected to close on January 11, 2011, subject to satisfaction of customary closing
conditions.
A copy of the opinion of counsel to the Company relating to the legality of the issuance and
sale of the shares of common stock and warrants comprising the units and shares of common stock
issuable upon exercise of the warrants is attached as Exhibit 5.1 hereto.
Pursuant to the terms of an engagement letter agreement with the Placement Agent, assuming the
sale of all of the units in the offering, the Company will pay the Placement Agent a fee equal to
approximately $1,462,989. This amount represents 6.5% of the gross proceeds from the sale of the
units. 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 units sold in the
offering. Assuming the sale of all of the units in the offering, the compensation warrants to the
placement agent will be exercisable for up to 409,228 shares of the Company’s common stock
at an exercise price of $3.44 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 investors in the offering,
except that the exercise period will be for five years from April 1, 2010, and they will include certain restrictions on transfer in accordance with FINRA
regulations.
The foregoing description of the terms of the securities purchase agreement, the warrants and
the engagement letter agreement are subject to, and qualified in their entirety by, such documents
attached hereto as Exhibits 4.1, 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.