-----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, QOB4UGPxEVrVX4FVy9HiynRjfapRBw9krZloMtY3LMtKTXEFVCA1FTOfFfnwC5p4 gdQFtycX8jPHEy0z+BmiqQ== 0001203944-07-000045.txt : 20071210 0001203944-07-000045.hdr.sgml : 20071210 20071210133112 ACCESSION NUMBER: 0001203944-07-000045 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071210 DATE AS OF CHANGE: 20071210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAPTOR PHARMACEUTICALS CORP. CENTRAL INDEX KEY: 0001203944 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980379351 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-135207 FILM NUMBER: 071295027 BUSINESS ADDRESS: STREET 1: 9 COMMERCIAL BLVD, SUITE 200 CITY: NOVATO STATE: CA ZIP: 94949 BUSINESS PHONE: 415-382-1390 MAIL ADDRESS: STREET 1: 9 COMMERCIAL BLVD, SUITE 200 CITY: NOVATO STATE: CA ZIP: 94949 FORMER COMPANY: FORMER CONFORMED NAME: HIGHLAND CLAN CREATIONS CORP. DATE OF NAME CHANGE: 20060531 FORMER COMPANY: FORMER CONFORMED NAME: HIGHLAND CLAN CREATIONS CORP DATE OF NAME CHANGE: 20021106 424B3 1 prospectussupplement5.htm RAPTOR PROSPECTUS SUPPLEMENT NO. 5

 

PROSPECTUS SUPPLEMENT NO. 5

Filed Pursuant to Rule 424(b)(3)

(To Prospectus dated July 10, 2006)

Registration Statement No. 333-135207

 

 

Common Stock and Common Stock Issuable upon Exercise of Warrants

 

Raptor Pharmaceuticals Corp.

 

This prospectus supplement supplements our prospectus dated July 10, 2006, relating to the sale from time to time by certain of our security holders (including their transferees, donees, pledgees or successors) of up to 9,133,333 shares of common stock and the shares of common stock issuable upon exercise of common stock warrants of up to 9,133,333 shares for an aggregate total of 18,266,666 shares of our common stock. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with the prospectus, including any amendments or supplements thereto.

The information in the table appearing under the heading “Selling Stockholders” beginning on page 18 of the prospectus is amended by adding the information below with respect to persons not previously listed in the prospectus or in any amendments or supplements thereto, and by superseding the information with respect to persons listed in the prospectus or in any amendments or supplements thereto that are listed below:

 

Name of Selling Stockholder and
Position, Office or Material Relationship with Raptor Pharmaceuticals Corp.

Common Shares owned by the Selling Stockholder(2)

Total Shares to be Registered Pursuant to this Offering

Number of Shares Owned
by Selling Stockholder After
Offering and Percent of Total
Issued and Outstanding(1)

# of Shares

% of Class

Robert Janak

85,000

85,000

0

0

RBC Dominion Securities ITF Capella Investments Inc.

1,058,333

1,058,333

0

0

Swiss American Securities Inc. FBO Bank Sal Oppenheim Zurich

2,100,000

2,100,000

0

0

Rush & Co. FBO Bank Sal. Oppenheim Zurich

20,000

20,000

0

0

Robert J.S. Burton

10,000

10,000

0

0

Clive Ronald Needham

10,000

10,000

0

0

Yvonne New

50,000

50,000

0

0

Haywood Securities ITF Alessandro Bolongaro

140,000

140,000

0

0

Haywood Securities ITF Mary-Ellen Meyers

50,000

50,000

0

0

Haywood Securities ITF Peggy Yu

10,000

10,000

0

0

Haywood Securities ITF C. Channing Buckland

100,000

100,000

0

0

Haywood Securities ITF Rolf Tevely

250,000

250,000

0

0

Haywood Securities ITF Robert Lim

200,000

200,000

0

0

Haywood Securities ITF Jeana Traviss

40,000

40,000

0

0

Brett Holdings Ltd.

100,000

100,000

0

0

Haywood Securities ITF Brett Holdings Ltd.

100,000

100,000

0

0

RBC Dominion Securities Inc. ITF Shery Wittenberg

0

0

0

0

Gregory D. Curson

208,334

208,334

0

0

Canaccord Capital Corporation ITF Gregory D. Curson

208,334

208,334

0

0

Nitro-Gen Pty Ltd. ATF Feature Producers Super Fund

208,334

208,334

0

0

Canaccord Capital Corporation ITF Nitro-Gen Pty Ltd. ATF Feature Producers Super Fund

208,334

208,334

 

 

0

 

 

0

 

 

 



 

 

 

Sam Belzberg

280,000

280,000

0

0

VC Group Investments

550,000

550,000

0

0

Rosalie Holdings, Inc.

75,000

75,000

0

0

Beacon Ventures, Inc.

100,000

100,000

0

0

La Hougue Financial Management Services Limited

66,667

66,667

0

0

RBC Dominion Securities ITF Scooter Holdings

0

0

0

0

Deltec Worldwide

400,000

400,000

0

0

 

 

(1)

Assumes all of the shares of common stock offered are sold. Based on 36,777,000 shares of common stock issued and outstanding on December 7, 2007.

   

(2)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person. For this selling stockholder, common stock owned and total common stock registered represent shares of common stock issuable upon exercise of warrants, which are exercisable within sixty (60) days.

 

When taken together with the selling stockholder table in the prospectus and its accompanying supplements, the aggregate number of common stock owned by selling security holders reflected in information provided to us totals more than 18,266,666 because certain of the selling stockholders may have transferred all or a portion of their common stock or common stock warrants into a nominee or brokerage account or “street name” since the date on which they provided the information regarding their security holdings for inclusion in this table and the table included in the prospectus and its accompanying supplements. However, in no event will the selling stockholders, in the aggregate, sell pursuant to the prospectus, as supplemented from time-to-time, more than 18,266,666 shares of our common stock.

 

Information about other selling stockholders will be set forth in an amendment to the registration statement of which the prospectus is a part or in prospectus supplements, as required.

 

We prepared this table based on the information supplied to us by the selling stockholders named in the table.

 

See “Risk Factors” beginning on page 6 of the accompanying prospectus to read about risks that you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is December 10, 2007

 

 

 

 

 

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