Published:
ADVENTRX Pharmaceuticals Announces Financing
SAN DIEGO - (BUSINESS WIRE) - ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX) announced today that it
has obtained a commitment to purchase shares of its 5% Series B
convertible preferred stock pursuant to a registered direct offering to
a single institutional investor, representing gross proceeds of
approximately $1.36 million. Twenty-five percent, or approximately
$340,250, of the gross proceeds will be placed in an escrow account,
which amounts will be released to make the dividend and other payments
described below.
The preferred stock is convertible into shares of ADVENTRX's common
stock at the option of the investor at a price of $0.1432 per share and
will accrue a 5% dividend until July 6, 2014. If the convertible
preferred stock is converted at any time prior to July 6, 2014, 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 July 6, 2014, or $250 per $1,000 principal amount of notes
converted less any dividend payments made with respect to the converted
convertible preferred stock.
The closing of the offering is expected to take place on or before July
3, 2009, subject to the satisfaction of customary closing conditions.
ADVENTRX plans to use the net proceeds from the offering to fund
activities related to seeking FDA approval to market ANX-530
(vinorelbine emulsion) in the United States, including
manufacturing-related activities, and for general corporate purposes,
including general and administrative expenses.
The shares are being offered by ADVENTRX pursuant to an effective shelf
registration statement filed with the Securities and Exchange Commission
("SEC"). A prospectus supplement relating to the offering will be filed
with the SEC. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman
& Renshaw Capital Group, Inc., acted as the exclusive placement agent
for 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 supplement and accompanying base
prospectus can be obtained directly from the ADVENTRX at 6725 Mesa Ridge
Road, Suite 100, San Diego, California 92121 or from the SEC's website
at www.sec.gov.
About ADVENTRX Pharmaceuticals, Inc.
ADVENTRX Pharmaceuticals is a biopharmaceutical company whose product
candidates are designed to improve the safety of existing cancer
treatments. More information can be found on the Company's 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 ADVENTRX's 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: the risk that ADVENTRX's common stock will be
delisted by the NYSE Amex, including as a result of failing to comply
with applicable stockholder approval requirements or failing to maintain
sufficient stockholders' equity or a sufficient stock price; the risk
that the provisions of Delaware General Corporation Law will prohibit
ADVENTRX from making the dividend and other payments due its 5% Series B
convertible preferred stock (or to the holders thereof), which may be a
breach of its certificate of incorporation or other contractual
obligations and expose ADVENTRX to corresponding liability; the risk
that ADVENTRX will be unable to raise sufficient additional capital on a
timely basis to submit an NDA for ANX-530, to fund operations, including
pre-launch activities, during the FDA review period, if an NDA is
submitted, or to conduct launch activities, should an NDA for ANX-530 be
approved; the risk that ADVENTRX will be unable to raise sufficient
additional capital on a timely basis to continue as a going concern; the
risk that ADVENTRX will seek protection under the provisions of the U.S.
Bankruptcy Code; the risk that ADVENTRX will reassess the results of the
ANX-530 bioequivalence study and determine to conduct additional
bioequivalence studies of ANX-530, including in humans; the potential
for regulatory authorities to require additional preclinical work and/or
clinical activities to support regulatory filings, including prior to
the submission or the approval of an NDA for ANX-530, which activities
may increase the cost and timeline to NDA submission or approval; the
risk the FDA will determine that ANX-530 and Navelbine are not
bioequivalent, including as a result of performing pharmacokinetic
equivalence analysis based on a patient population other than the
population on which ADVENTRX based its analysis; difficulties or delays
in manufacturing, obtaining regulatory approval for and marketing
ANX-530, including validating commercial manufacturing processes and
manufacturers, as well as suppliers; the risk that we will trigger a
"maintenance failure" under that certain Rights Agreement, dated July
27, 2005, as amended, and be required to pay liquidated damages,
including as a result of losing our eligibility to use Form S-3 if our
common stock is delisted from the NYSE Amex; and other risks and
uncertainties more fully described in ADVENTRX's press releases and in
the prospectus supplement relating to this offering, which will be filed
with the Securities and Exchange Commission. ADVENTRX's 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.
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