-----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, A7tzTShwQHHIpBTmy88MGvstA7hbzAj8Te94SclvAdxPV/ADRfUAoRM+zRGUPwFb nkWzUkWjzGqWS6uqZ35B7A== 0001299933-08-005872.txt : 20081215 0001299933-08-005872.hdr.sgml : 20081215 20081215103912 ACCESSION NUMBER: 0001299933-08-005872 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081215 DATE AS OF CHANGE: 20081215 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: 081248825 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 htm_30389.htm LIVE FILING ADVENTRX Pharmaceuticals, Inc. (Form: 8-K)  

 


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):   December 15, 2008

ADVENTRX Pharmaceuticals, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-32157 84-1318182
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
6725 Mesa Ridge Road, Suite 100, San Diego, California   92121
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   858-552-0866

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 December 15, 2008, ADVENTRX Pharmaceuticals, Inc. (the "Company") issued a press release announcing that it is exploring a range of strategic options, including the sale or disposition of one or more of its product candidate programs, a strategic business merger and other transactions that maximize the value of Company’s assets, and that the Company is currently in discussions with several candidates for both strategic and partnering transactions. The press release is attached hereto as Exhibit 99.1 and is 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.





ADVENTRX cautions you that statements information included in this report and the press release attached hereto as Exhibit 99.1 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 will be unable to consummate a strategic or partnering transaction or will be unable to raise sufficient capital to fund the projects necessary to meet its goals, including funding the continued development and commercialization of its lead product candidates, ANX-530 and ANX 514; the risk that ADVENTRX’s stockholders will not approve a transaction recommended by ADVENTRX’s Board of Directors; the risk the FDA will determine that ANX-530 and Navelbine® are not bioequivalent; the risk that the on-going study of ANX-514 does not demonstrate pharmacokinetic equivalence or bioequivalence; difficulties or delays in manufacturing, obtaining regulatory approval for and marketing ANX-530 and ANX-514, including validating commercial manufacturers and suppliers and the potential for automatic injunctions regarding FDA approval of ANX-514; the potential for regulatory authorities to require additional preclinical work or other clinical requirements to support regulatory filings, including prior to the submission or the approval of an NDA for ANX-530 and ANX-514; the risk that the performance of third parties on whom the Company relies to conduct studies or evaluate the data, including clinical investigators, expert data monitoring committees, contract laboratories and contract research organizations, may be substandard, or they may fail to perform as expected; and other risks and uncertainties more fully described in ADVENT RX’s press releases and periodic filings with the Securities and Exchange Commission. ADVENTRX’s public filings with the Securities and Exchange Commission are available at http://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 included in this report or the press release attached hereto as Exhibit 99.1 to reflect events or circumstances arising after the date on which it was made. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.


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.
          
December 15, 2008   By:   /s/ Patrick L. Keran
       
        Name: Patrick L. Keran
        Title: Vice President, Legal


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release, dated December 15, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

ADVENTRX EXPLORING STRATEGIC OPTIONS

SAN DIEGO – December 15, 2008 ADVENTRX Pharmaceuticals, Inc. (Amex: ANX), a biopharmaceutical company focused on in-licensing, developing and commercializing proprietary product candidates primarily for the treatment of cancer, today announced that it is exploring a range of strategic options, including the sale or disposition of one or more of its product candidate programs, a strategic business merger and other transactions that maximize the value of Company’s assets. The Company is currently in discussions with several candidates for both strategic and partnering transactions.

“Publicly announcing our exploration of strategic alternatives provides the best opportunity to find a partner who wishes to acquire one or both of our late-stage oncology assets,” stated Mark Bagnall, the Company’s Executive Vice President and Chief Financial Officer. “As we expand our horizons, we continue both our on-going discussions with potential pharmaceutical partners and to conduct those activities that maintain the value of our lead programs. We believe that ADVENTRX offers its partners near-term up-side in an otherwise tumultuous market and has the potential to deliver attractive returns by way of its innovative lower-cost, lower-risk business model.”

ADVENTRX currently is focused on commercializing two late-stage product candidates in the U.S., both of which are reformulations of currently approved products and are designed to improve the safety profile of the approved product without affecting its efficacy. ANX-514 (docetaxel emulsion) is a reformulation of the blockbuster chemotherapeutic agent, Taxotere®. In 2007, the aggregate worldwide market for Taxotere was in excess of $3 billion. ANX-530 (vinorelbine emulsion) is a reformulation of Navelbine® which, despite being a generic product for a number of years, still sells in excess of $200 million a year world-wide. Both of the Company’s product candidates have the potential to be on the market in 2010.

In order to be considered by the Company’s Board of Directors, proposals must be presented through a written term sheet that outlines the material terms and conditions of the proposed transaction and sources of funding. In evaluating the terms of a proposed transaction, the Board will focus on the timing of the proposed transaction and closing certainty, including limited closing conditions and financing contingencies. The Company does not intend to disclose developments with respect to this process unless and until the evaluation of all proposals and alternatives has been completed. Interested parties should contact Ioana C. Hone, Director, Investor Relations, at (858) 552-0866, extension 287.

About ADVENTRX Pharmaceuticals
ADVENTRX Pharmaceuticals is a biopharmaceutical company focused on in-licensing, developing and commercializing proprietary product candidates primarily for the treatment of cancer. The Company seeks to improve the performance and commercial potential of existing treatments by addressing problems associated with these treatment regimens. More information can be found on the Company’s website at www.adventrx.com.

Forward Looking Statements
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 will be unable to consummate a strategic or partnering transaction or will be unable to raise sufficient capital to fund the projects necessary to meet its goals, including funding the continued development and commercialization of its lead product candidates, ANX-530 and ANX 514; the risk that ADVENTRX’s stockholders will not approve a transaction recommended by ADVENTRX’s Board of Directors; the risk the FDA will determine that ANX-530 and Navelbine® are not bioequivalent; the risk that the on-going study of ANX-514 does not demonstrate pharmacokinetic equivalence or bioequivalence; difficulties or delays in manufacturing, obtaining regulatory approval for and marketing ANX-530 and ANX-514, including validating commercial manufacturers and suppliers and the potential for automatic injunctions regarding FDA approval of ANX-514; the potential for regulatory authorities to require additional preclinical work or other clinical requirements to support regulatory filings, including prior to the submission or the approval of an NDA for ANX-530 and ANX-514; the risk that the performance of third parties on whom the Company relies to conduct studies or evaluate the data, including clinical investigators, expert data monitoring committees, contract laboratories and contract research organizations, may be substandard, or they may fail to perform as expected; and other risks and uncertainties more fully described in ADVENTRX’s press releases and periodic filings 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.

Investor Contact:
ADVENTRX Pharmaceuticals
Ioana C. Hone
858-552-0866

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