-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrNSKbpCRRb/ZQuBAPhc6KP4dCCATHkI+S9TXpruii3k3IsypMRVUnjUn0wNlDVf e934kmCcAVa+mO8DZuWPfA== 0000950137-05-009441.txt : 20050802 0000950137-05-009441.hdr.sgml : 20050802 20050802165642 ACCESSION NUMBER: 0000950137-05-009441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050626 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVENTRX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001160308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841318182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32157 FILM NUMBER: 05992668 BUSINESS ADDRESS: STREET 1: 6725 MESA RIDGE ROAD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8585520866 MAIL ADDRESS: STREET 1: 6725 MESA RIDGE ROAD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92131 FORMER COMPANY: FORMER CONFORMED NAME: BIOKEYS PHARMACEUTICALS INC DATE OF NAME CHANGE: 20010928 8-K 1 a11287e8vk.htm FORM 8-K e8vk
 

 
 
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) July 26, 2005
ADVENTRX Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
     
001-32157
(Commission File Number)
  84-1318182
(IRS Employer Identification No.)
6725 Mesa Ridge Road, Suite 100
San Diego, California 92121

(Address of principal executive offices) (Zip Code)
(858) 552-0866
(Company’s telephone number, including area code)
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 (see General Instruction A.2. below):
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 8.01. Other Events.
          On August 1, 2005, the Company announced the closing of its recently announced private placement of unregistered securities; and on July 26, 2005 the Company announced certain data on Thiovir, a preclinical compound in development.
          The press releases issued by the Company on August 1, 2005 and July 26, 2005 with respect to these matters are included with this report as exhibits.
Item 9.01. Financial Statements and Exhibits.
     (c) The exhibit list required by this item is incorporated by reference to the Exhibit Index filed as part of this report.

 


 

SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    ADVENTRX Pharmaceuticals, Inc.
 
           
 
           
    By:   /s/ Carrie E. Carlander
         
 
      Name:   Carrie E. Carlander
 
      Title:   Chief Financial Officer, Vice
 
          President, Finance, and Treasurer
 
           
 
          August 2, 2005

 


 

EXHIBIT INDEX
     
Exhibit   Description
 
   
99.1
  Press Release of the Company dated August 1, 2005.
 
   
99.2
  Press Release of the Company dated July 26, 2005.

 

EX-99.1 2 a11287exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 ADVENTRX COMPLETES $20 MILLION PRIVATE PLACEMENT WITH CARL ICAHN AS LARGEST INVESTOR SAN DIEGO - AUGUST 1, 2005 - ADVENTRX Pharmaceuticals, Inc. (Amex: ANX) today announced that it has closed its previously announced $20 million private placement of common stock and warrants. Investment funds controlled by Carl Icahn were the largest investors in the transaction, together with Viking Global Investors LP. Icahn investors and Viking will have the right to designate one director to the ADVENTRX Board of Directors. "With this financing now closed we intend to continue to focus on the development of our lead product, CoFactor(TM), to broaden our product pipeline and to execute on our strategy to introduce improved anticancer and antiviral treatments," said Evan M. Levine, president and CEO for ADVENTRX. The private placement consisted of the sale of 10,810,809 shares of the Company's common stock, as well as the issuance of warrants to purchase 10,810,809 shares of common stock at an exercise price of $2.26 per share. CIBC World Markets acted as the lead placement agent and RBC Capital Markets acted as the co-placement agent for this transaction. Additional information regarding this transaction is available through the Company's filing on Form 8-K with the Securities and Exchange Commission. ABOUT ADVENTRX ADVENTRX Pharmaceuticals is a biopharmaceutical research and development company focused on introducing new technologies for anticancer and antiviral treatments that improve the performance and safety of existing drugs, by addressing significant problems such as drug metabolism, toxicity, bioavailability or resistance. The Company's lead compound, CoFactor, is a biomodulator of 5-fluorouracil (5-FU), a widely used cancer chemotherapy. CoFactor is currently being tested with 5-FU in a US-based Phase II and an EU-based Phase IIb clinical trial as a first line treatment of metastatic colorectal cancer. In addition, CoFactor has received clearance under a special protocol assessment from the US FDA to begin a Phase III pivotal clinical trial for metastatic colorectal cancer. More information can be found on the Company's Web site at www.adventrx.com. Forward Looking Statement This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are made based on management's current expectations and beliefs. Actual results may vary from those currently anticipated based upon a number of factors, including uncertainties inherent in the drug development process, the timing and success of clinical trials, the validity of research results, and the receipt of necessary approvals from the FDA and other regulatory agencies. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's last quarterly report on Form 10-Q, as well as other reports that the Company files from time to time with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to release publicly any revisions, which may be made to reflect events or circumstances after the date hereof. Contact: ADVENTRX PHARMACEUTICALS Andrea Lynn 858-552-0866 Investor Contact: LIPPERT HEILSHORN & ASSOCIATES Jody Cain (jcain@lhai.com) Brandi Floberg (bfloberg@lhai.com) 310-691-7100 # # # EX-99.2 3 a11287exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 ADVENTRX PRESENTS POSITIVE THIOVIR DATA AT IAS 2005 CONFERENCE SAN DIEGO - JULY 26, 2005 - ADVENTRX Pharmaceuticals, Inc. (Amex: ANX) today announced data from an in vitro study indicating that Thiovir(TM), the Company's non-nucleoside reverse transcriptase inhibitor (NNRTI), demonstrated effectiveness against human immunodeficiency virus type-1 (HIV-1), which is resistant to other NNRTIs and nucleoside reverse transcriptase inhibitors (NRTIs). Thiovir also exhibited a slightly higher level of antiviral activity against HIV-1 than foscarnet, a currently marketed, broad spectrum antiviral indicated for treatment of opportunistic infections in HIV patients. A poster of the study data was presented at the 3rd International AIDS Society Conference (IAS 2005) on HIV Pathogenesis and Treatment in Rio de Janeiro. "Due to its oral delivery, higher antiviral activity and greater antiviral activity against drug resistant virus, Thiovir continues to show promise as an alternative to foscarnet, which is an effective antiviral, but has limited use due to its toxicity and inconvenient delivery by protracted intravenous administration," said Joan M. Robbins, Ph.D., ADVENTRX chief technical officer and co-author of the study. "In combination testing with zidovudine, an NRTI, Thiovir was highly synergistic, while foscarnet was only slightly synergistic to antagonistic. This has important clinical implications as suitable drug regimens combining Thiovir with an NRTI could allow for decreased drug dosage," added Dr. Robbins. The poster "Anti-HIV-1 Activity of a Foscarnet Analogue, Synergy with Zidovudine and Analysis of Resistance Variants Selected in Vitro" was presented by ADVENTRX senior scientist Shani Waninger, Ph.D. Copies of the poster are available on the "Resource Library" section of the Company's Web site at www.adventrx.com. ABOUT THIOVIR Thiovir is a non-nucleoside reverse transcriptase inhibitor (NNRTI) designed for oral delivery as a component of AZT-based highly active antiretroviral therapy (HAART). Thiovir is a prodrug for foscarnet that delivers both the active drug TPFA (thiophosphonoformate) and the active metabolite PFA (foscarnet) in an oral formulation. Thiovir is intended to deliver all of the benefits of the FDA-approved drug foscarnet, including broad spectrum antiviral activity, with the added benefit of improved cell permeability. ADVENTRX currently plans to file an investigational new drug application with the US Food and Drug Administration in the first quarter of 2006. ABOUT ADVENTRX ADVENTRX Pharmaceuticals is a biopharmaceutical research and development company focused on introducing new technologies for anticancer and antiviral treatments that improve the performance and safety of existing drugs, by addressing significant problems such as drug metabolism, toxicity, bioavailability or resistance. The Company's lead compound, CoFactor(TM), is a biomodulator of 5-fluorouracil (5-FU), a widely used cancer chemotherapy. CoFactor is currently being tested with 5-FU in a US-based Phase II and an EU-based Phase IIb clinical trial as a first line treatment of metastatic colorectal cancer. In addition, CoFactor has received clearance under a special protocol assessment from the US Food and Drug Administration to begin a Phase III pivotal clinical trial for metastatic colorectal cancer. More information can be found on the Company's Web site at www.adventrx.com. FORWARD LOOKING STATEMENT This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are made based on management's current expectations and beliefs. Actual results may vary from those currently anticipated based upon a number of factors, including uncertainties inherent in the drug development process, the timing and success of clinical trials, the validity of research results, and the receipt of necessary approvals from the U.S. Food and Drug Administration (FDA) and other regulatory agencies. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's last quarterly report on Form 10-Q, as well as other reports that the Company files from time to time with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to release publicly any revisions, which may be made to reflect events or circumstances after the date hereof. CONTACT: ADVENTRX PHARMACEUTICALS Andrea Lynn 858-552-0866 INVESTOR CONTACT: LIPPERT HEILSHORN & ASSOCIATES Jody Cain (jcain@lhai.com) Brandi Floberg (bfloberg@lhai.com) 310-691-7100 ###
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