ADVENTRX Pharmaceuticals Announces Financing
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SAN DIEGO, June 29 /PRNewswire-FirstCall/ -- 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(R) 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.
SOURCE ADVENTRX Pharmaceuticals, Inc.
Brian Culley of ADVENTRX Pharmaceuticals, Inc., +1-858-552-0866
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