0000912057-01-535746.txt : 20011019
0000912057-01-535746.hdr.sgml : 20011019
ACCESSION NUMBER: 0000912057-01-535746
CONFORMED SUBMISSION TYPE: 424B2
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011017
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AVANT IMMUNOTHERAPEUTICS INC
CENTRAL INDEX KEY: 0000744218
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 133191702
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 424B2
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-64704
FILM NUMBER: 1761054
BUSINESS ADDRESS:
STREET 1: 119 FOURTH AVE
CITY: NEEDHAM
STATE: MA
ZIP: 02494
BUSINESS PHONE: 7814330771
MAIL ADDRESS:
STREET 1: 119 FOURTH AVE
CITY: NEEDHAM
STATE: MA
ZIP: 021942725
FORMER COMPANY:
FORMER CONFORMED NAME: T CELL SCIENCES INC
DATE OF NAME CHANGE: 19920703
424B2
1
a2061331z424b2.txt
424B2
FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION STATEMENT NO. 333-64704
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 20, 2001
PROSPECTUS
AVANT IMMUNOTHERAPEUTICS, INC.
3,057,905 Shares of Common Stock
UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES TO "WE," "US," OR
"OUR" IN THIS PROSPECTUS SUPPLEMENT REFER TO AVANT IMMUNOTHERAPEUTICS, INC.
(F/K/A T-CELL SCIENCES, INC.), A DELAWARE CORPORATION.
This Prospectus Supplement and the attached Prospectus relate to the
offering and sale of 3,057,905 shares of our common stock, par value $.001 per
share, to a number of institutional investors resulting in our receipt of gross
proceeds of approximately $14 million. In connection with this offering, we have
agreed to pay a fee equal to 4% of the gross proceeds from this offering to
Ladenburg Thalmann & Co. Inc. for its services as placement agent.
Our common stock is listed on the Nasdaq National Market (the "NASDAQ")
under the symbol "AVAN." On October 16, 2001, the reported last sale price of
our common stock on the NASDAQ was $4.10 per share. As of October 16, after
giving effect to this offering there are 60,448,542 shares of our common stock
issued and outstanding.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE WITHOUT THE PROSPECTUS DATED
JULY 20, 2001 AND WE HAVE NOT AUTHORIZED ANYONE TO DELIVER OR USE THIS
PROSPECTUS SUPPLEMENT WITHOUT THE PROSPECTUS.
The date of this Prospectus Supplement is October 17, 2001
THE COMPANY
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE
HEREIN, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934 WHICH REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE," AND SIMILAR
EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. INVESTORS SHOULD NOT RELY ON
FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE SUBJECT TO A VARIETY OF RISKS,
UNCERTAINTIES, AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN ANY SUCH FORWARD-LOOKING STATEMENTS,
INCLUDING THOSE MENTIONED UNDER THE HEADING "RISK FACTORS" IN THE ATTACHED
PROSPECTUS AND THOSE DETAILED FROM TIME TO TIME IN OUR FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION WHICH ARE INCORPORATED HEREIN BY REFERENCE.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO:
- THE ABILITY TO SUCCESSFULLY COMPLETE DEVELOPMENT AND COMMERCIALIZATION OF
PRODUCTS, INCLUDING THE COST, TIMING, SCOPE AND RESULTS OF PRE-CLINICAL
AND CLINICAL TESTING;
- THE ABILITY TO SUCCESSFULLY COMPLETE PRODUCT RESEARCH AND FURTHER
DEVELOPMENT, INCLUDING ANIMAL, PRE-CLINICAL AND CLINICAL STUDIES;
- OUR ABILITY TO MANAGE MULTIPLE LATE STAGE CLINICAL TRIALS FOR A VARIETY OF
PRODUCT CANDIDATES;
- THE VOLUME AND PROFITABILITY OF PRODUCT SALES OF
MEGAN-REGISTERED TRADEMARK-VAC 1 AND OTHER FUTURE PRODUCTS;
- CHANGES IN EXISTING AND POTENTIAL RELATIONSHIPS WITH CORPORATE
COLLABORATORS;
- THE COST, DELIVERY AND QUALITY OF CLINICAL AND COMMERCIAL GRADE MATERIALS
SUPPLIED BY CONTRACT MANUFACTURERS;
- THE TIMING, COST AND UNCERTAINTY OF OBTAINING REGULATORY APPROVALS;
- THE ABILITY TO OBTAIN SUBSTANTIAL ADDITIONAL FUNDING;
- THE ABILITY TO ATTRACT MANUFACTURING, SALES, DISTRIBUTION AND MARKETING
PARTNERS AND OTHER STRATEGIC ALLIANCES;
- THE ABILITY TO DEVELOP AND COMMERCIALIZE PRODUCTS BEFORE COMPETITORS;
- THE INTEGRATION OF MEGAN HEALTH, INC.'S BUSINESS AND PROGRAMS; AND
- THE ABILITY TO RETAIN CERTAIN MEMBERS OF MANAGEMENT.
GENERAL
We are a biopharmaceutical company engaged in the discovery, development and
commercialization of products that harness the human immune response to prevent
and treat disease. We are building our own business franchises in three areas.
The first of these areas is in cardiac surgery where we focus on compounds with
the potential to inhibit inappropriate activation of the complement cascade, a
vital part of the body's immune defense system. Secondly, we are developing a
portfolio of oral vaccines aimed at protecting people traveling to areas where
these diseases are endemic. Thirdly, we are conducting clinical investigations
with a proprietary therapeutic vaccine for the management of cholesterol.
Additionally, through our corporate collaborations, we are developing a variety
of infectious disease vaccines, including an oral human rotavirus vaccine.
RECENT DEVELOPMENTS
CLINICAL DEVELOPMENT
COMPLEMENT INHIBITORS: We are conducting two Phase IIb studies of TP10 in
pediatric cardiac surgery utilizing cardiopulmonary bypass. The first study,
begun earlier this year, is in babies born with hypoplastic left heart syndrome
who often have high morbidity and mortality after heart surgery. The second
study in the pediatric cardiac surgery setting investigates the use of TP10 in a
lower risk infant population. The objective of these studies is to assess the
ability of TP10 to mitigate the injury to the
heart, brain and other organs that occurs when patients are placed on
cardiopulmonary bypass circuits, thus potentially improving post-operative
outcomes.
On September 27, 2001, we announced the FDA had removed a clinical hold on
the enrollment of new patients in our two Phase IIb studies of TP10 in infants
undergoing cardiac surgery and said the company expected to resume enrollment as
soon as possible. We had initially announced suspension of enrollment in the
clinical studies on August 1, 2001, following our receipt from the Data Safety
Monitoring Board (DSMB) of a request for additional detailed information from
these studies, including patient records for reported serious adverse events.
While the DSMB met, reviewed the information requested and unanimously
recommended patient enrollment be resumed with the addition of new laboratory
tests in the study protocol, the FDA placed the pediatric programs on clinical
hold pending their review of the same data. Both trials are placebo-controlled
studies, one in babies born with hypoplastic left heart syndrome, who often have
high morbidity and mortality after heart surgery, and the second in a lower risk
population of infants undergoing cardiac surgery.
We are actively enrolling a placebo-controlled Phase II trial of TP10 in
approximately 600 adult patients undergoing cardiac surgery utilizing
cardiopulmonary bypass. We expect to release preliminary data from the adult
trial around year-end 2001. The objective of this study, as well as the two
infant cardiac by-pass trials, is to assess the ability of TP10 to mitigate the
injury to the heart, brain and other organs that occurs when patients are placed
on cardiopulmonary bypass circuits, thus potentially improving post-operative
outcomes. We may partner the cardiac surgery program when additional clinical
data become available.
CHOLESTEROL TREATMENT VACCINE: In February 2001, we announced preliminary
results from a double-blinded placebo controlled extension of the earlier
completed Phase I trial of our cholesteryl ester transfer protein vaccine
(CETi-1) in healthy adult volunteers receiving a second dose of the vaccine.
CETi-1 is being developed for the management of patients with low levels of HDL
(high density lipoprotein) cholesterol. Results from the extension study showed
measurable antibody titers in all dose groups treated with study medication,
suggesting a dose-response relationship. In August 2001, we initiated a placebo
controlled, Phase II study of our CETi-1 vaccine in approximately 200 patients
with low levels of HDL cholesterol. The objectives of the study are to evaluate
the safety, immunogenicity and dose-response relationship of the CETi-1 product
in patients who receive an initial immunization followed by boosters. The
principal endpoint is the change in HDL cholesterol measured after the six-month
booster. The study is being conducted at the Chicago Center for Clinical
Research and Rush-Presbyterian-St. Luke's Medical Center. As clinical data
become available, we plan to seek a corporate partner to complete development
and to commercialize the vaccine.
CHOLERA VACCINE: During the second quarter, we announced results from this
Phase IIb human challenge study of our single dose, oral cholera vaccine,
Peru-15. Peru-15 showed 100% protection against moderate and severe diarrhea and
93% protection against any diarrhea. The study results suggest that, if
confirmed by further investigation, Peru-15 may be an excellent candidate as a
potential single dose, oral vaccine for travelers going to areas where cholera
is endemic. We also announced a manufacturing agreement with Bio Sidus S.A. of
Buenos Aires, Argentina for the production of commercial quantities of Peru-15.
We are moving rapidly to complete the manufacture of cGMP grade material this
year and plan to initiate pivotal trials in the first half of 2002. Development
of a safe, effective cholera vaccine is the first step in establishing our
travelers' vaccine franchise.
ROTAVIRUS VACCINE: During the next twelve months, we expect GlaxoSmithKline
plc ("Glaxo") to initiate Phase III safety and efficacy studies of Rotarix-TM-.
This product is a two dose oral rotavirus vaccine that has been shown to be
helpful in preventing rotavirus gastroenteritis (RGE) in young children for at
least two years following the vaccine's administration. The design, timing and
execution of the clinical program for Rotarix-TM- is the responsibility of
Glaxo.
TECHNOLOGY LICENSING
We have adopted a business strategy of out-licensing technology that does
not match our development focus or in cases where we lack sufficient resources
for the technology's efficient development. For example, when we acquired Megan
Health Inc. we also signed an agreement with Pfizer Inc. to leverage the value
of Megan's oral vaccine technology in a significant market opportunity (animal
health and food safety), outside of our own focus on human health care.
DYNPORT LICENSE: On October 10, 2001, we announced the signing of a license
agreement with DynPort Vaccine Company LLC ("DVC") for exclusive rights to use
certain components of our vaccine technology. Financial terms of the agreement
with DVC include license fees, milestone payments and royalties. DVC, a private
company, is chartered with providing an integrated approach for the advanced
development of specific vaccines and other products to protect against the
threat of biological warfare agents. DynPort has a 10-year contract with the
U.S. Department of Defense for the development of vaccines against certain acute
infectious diseases and contagious diseases, initiated under the 1997 Joint
Vaccine Acquisition Program. We see this licensing opportunity as an excellent
way to leverage our vaccine technology into another research area that we do not
plan to pursue ourselves.
FORMATION OF PARALLEL SOLUTIONS: During October 2001, we also spun out our
polyphosphazenes/polymer adjuvant business (the "PCPP business"), including
Adjumer-Registered Trademark- and Micromer-Registered Trademark-, into a newly
formed, privately held company, Parallel Solutions, Inc. ("Parallel"). We have
retained a non-controlling minority ownership position in Parallel. We believe
that Parallel's plans to expand the PCPP business beyond vaccine adjuvants, and
indeed beyond human therapeutics, offer greater opportunities to create value.
This transaction allows us to further leverage this technology with the
potential for significant upside benefits as a shareholder of Parallel, while
divesting our obligations for manufacturing PCPP and the burden of funding the
PCPP business. In connection with this transaction, we have assigned all of our
rights and obligations under the Aventis Pasteur license agreements to Parallel.
PLAN OF DISTRIBUTION
We will sell the shares of common stock offered hereby directly to
institutional investors. In connection with the sale of the shares of common
stock offered hereby, Ladenburg Thalmann & Co. Inc. will be paid a fee of 4% of
the gross proceeds from the sale of shares for its services as placement agent,
except that a reduced placement fee of 2% will be payable with respect to shares
sold to investors who were already our shareholders prior to this offering.
PROSPECTUS
AVANT IMMUNOTHERAPEUTICS, INC.
10,000,000 SHARES OF COMMON STOCK
WARRANTS TO PURCHASE 1,000,000 SHARES OF COMMON STOCK
----------------
- This prospectus will allow us to issue, from time to time in one or
more offerings,
- (1) up to 10,000,000 shares of our common stock,
- (2) warrants to purchase up to 1,000,000 shares of our common
stock, and
- (3) the rights to acquire our series C-1 junior participating
cumulative preferred stock that are attached to, and trade with,
the common stock.
- The common stock and warrants may be offered and sold separately or
together in one or more series of issuances.
- In this prospectus, we refer to the common stock and the warrants
collectively as the "securities."
Each time we sell securities we will provide a prospectus supplement
that will contain specific information about the terms of that sale and may
add, update or change the information contained in this prospectus. You
should read this prospectus and any prospectus supplement carefully before
you invest in our securities.
Our common stock is listed on the Nasdaq National Market under the symbol
"AVAN."
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF MATERIAL RISKS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR SECURITIES.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------
The date of this prospectus is July 20, 2001
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS....................................................... 1
RISK FACTORS................................................................ 1
ABOUT AVANT................................................................. 1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................... 2
USE OF PROCEEDS............................................................. 2
DESCRIPTION OF COMMON STOCK................................................. 3
DESCRIPTION OF WARRANTS..................................................... 3
PLAN OF DISTRIBUTION........................................................ 4
EXPERTS..................................................................... 6
LEGAL MATTERS............................................................... 6
WHERE YOU CAN FIND MORE INFORMATION......................................... 7
INCORPORATION OF DOCUMENTS BY REFERENCE..................................... 7
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or the SEC, utilizing a "shelf"
registration process. Under this shelf registration process, we may offer from
time to time up to 10,000,000 shares of our common stock and warrants to
purchase up to 1,000,000 shares of our common stock, either separately or in
units. This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
We have not authorized any dealer, salesperson or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and any accompanying prospectus
supplement. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any accompanying
prospectus supplement as if we had authorized it. This prospectus and any
accompanying prospectus supplement do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor does this prospectus and any accompanying
prospectus supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus and any accompanying
prospectus supplement is correct on any date after their respective dates, even
though this prospectus or any prospectus supplement is delivered or securities
are sold on a later date.
RISK FACTORS
Before you decide whether to purchase any of our securities, in
addition to the other information in this prospectus, you should carefully
consider the risk factors set forth under the heading "Risk Factors" in the
section entitled "Business" in our most recent Annual Report on Form 10-K,
which is incorporated by reference into this prospectus, as the same may be
updated from time to time by our future filings under the Securities Exchange
Act. Additional risks and uncertainties that are not yet identified or that
we think are immaterial may also materially harm our business, operating
results and financial condition and could result in a complete loss of your
investment. For more information, see the section entitled "Incorporation of
Documents by Reference."
ABOUT AVANT
We are a biopharmaceutical company that uses novel applications of
immunology to prevent and treat diseases that arise internally, including
autoimmune diseases, cardiovascular diseases, cancer and inflammation, as well
as those diseases that are triggered by external conditions, including
infectious diseases and organ transplant rejection. Our products address large
market opportunities for which current therapies are inadequate or non-existent.
We are developing our products using a broad set of technologies
that work together to regulate the body's complement system, regulate T and B
cell activity, and enable us and others to create and deliver vaccines that
prevent and treat some diseases. We are using these technologies to develop
both vaccines and immunotherapeutics that prevent or treat disease caused by
infectious organisms and drugs and vaccines that modify undesirable activity
of the body's own proteins or cells. Our products are in various stages of
research and development.
Our common stock has been quoted on the Nasdaq National Market under
the symbol "AVAN" since August 24, 1998. Prior to that time, our common stock
traded on the Nasdaq National Market, beginning May 15, 1986, under the symbol
"TCS."
Our executive offices are located at 119 Fourth Avenue, Needham,
Massachusetts 02494-2725 and our telephone number is (781) 433-0771. Additional
information regarding our company, including our audited financial statements
and descriptions of our business, is contained in the documents incorporated by
reference in this prospectus. See "Where You Can Find More Information" on page
7 and "Incorporation of Documents by Reference" on page 7.
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
When we use the words "may," "will," "should," "anticipate," "assume,"
"believe," "estimate," "expect," "intend" and other similar expressions, they
generally identify forward-looking statements. Forward-looking statements
include, for example, statements relating to development activities, business
strategy and prospects, future capital expenditures, sources and availability of
capital, governmental regulations and their effect on us and our competition.
You should exercise caution in interpreting and relying on
forward-looking statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond our control
and could materially affect our actual results, performance or achievements.
Important factors that could cause our actual results, performance or
achievements to differ materially from the forward-looking statements we make
or incorporate by reference in this prospectus are set forth under the
heading "Risk Factors" in the section entitled "Business" in our most recent
Annual Report on Form 10-K, as may be updated from time to time by our future
filings under the Securities Exchange Act, and elsewhere in the documents
incorporated by reference in this prospectus.
We caution you that, while forward looking statements reflect our good
faith beliefs, they are not guarantees of future performance. In addition, we
disclaim any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
USE OF PROCEEDS
Unless we provide otherwise in a supplement to this prospectus, we
intend to use the net proceeds from the sale of our securities for one or more
of the following:
o research and clinical development activities;
o working capital;
o capital expenditures;
o potential future acquisitions; and
o other general corporate purposes.
Our management will have broad discretion in the allocation of the net
proceeds of any offering. Pending such uses, we intend to invest the net
proceeds in short-term, investment grade, interest-bearing securities.
2
DESCRIPTION OF COMMON STOCK
As of the date of the prospectus, we are authorized to issue up to
100,000,000 shares of common stock, $.001 par value per share. As of July 1,
2001, 57,364,579 shares of common stock were outstanding.
DIVIDENDS
The Board of Directors may, out of funds legally available, at any
regular or special meeting, declare dividends to the holders of shares of our
common stock as and when they deem expedient, subject to the rights of holders
of the preferred stock.
VOTING
Each share of common stock entitles the holders to one vote per share
on all matters requiring a vote of the stockholders, including the election of
directors. No holders of shares of common stock shall have the right to vote
such shares cumulatively in any election for the Board of Directors.
RIGHTS UPON LIQUIDATION
In the event of our voluntary or involuntary liquidation, dissolution,
or winding up, the holders of our common stock will be entitled to share equally
in our assets available for distribution after payment in full of all debts and
after the holders of preferred stock have received their liquidation preferences
in full.
MISCELLANEOUS
No holders of shares of our common stock shall have any preemptive
rights to subscribe for, purchase or receive any shares of any class, whether
now or hereafter authorized, or any options or warrants to purchase any such
shares, or any securities convertible into or exchanged for any such shares,
which may at any time be issued, sold or offered for sale by us.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our common stock. Warrants
may be issued independently or together with our common stock and may be
attached to or separate from any offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered into between us
and a bank or trust company, as warrant agent. The warrant agent will act solely
as our agent in connection with the warrants and will not have any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants. This summary of some provisions of the warrants is not complete. You
should refer to the warrant agreement, including the forms of warrant
certificate representing the warrants, relating to the specific warrants being
offered for the complete terms of the warrant agreement and the warrants. Such
warrant agreement, together with the terms of warrant certificate and warrants,
will be filed with the SEC in connection with the offering of the specific
warrants.
The prospectus supplement relating to a particular issue of warrants to
issue common stock will describe the terms of the warrants, including the
following:
o the title of the warrants;
o the offering price for the warrants, if any;
o the aggregate number of the warrants;
o the designation and terms of the common stock that may be purchased
upon exercise of the warrants;
3
o if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;
o if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;
o the number of shares of common stock that may be purchased upon
exercise of a warrant and the price at which the shares may be
purchased upon exercise;
o the dates on which the right to exercise the warrants commence and
expire;
o if applicable, the minimum or maximum amount of the warrants that may
be exercised at any one time;
o the currency or currency units in which the offering price, if any, and
the exercise price are payable;
o if applicable, a discussion of material United States federal income
tax considerations;
o anti-dilution provisions of the warrants, if any;
o redemption or call provisions, if any, applicable to the warrants;
o any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and
o any other information we think is important about the warrants.
Each warrant will entitle the holder of the warrant to purchase the
number of shares of common stock at the exercise price as shall in each case be
set forth in, or be determinable as set forth in, the prospectus supplement
relating to the warrants offered. Warrants may be exercised at any time up to
the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void. Prior to the exercise of any warrants to
purchase common stock, holders of the warrants will not have any of the rights
of holders of common stock purchasable upon exercise of the warrants, including
the right to vote on the common stock.
PLAN OF DISTRIBUTION
We may sell our securities in any one or more of the following ways:
o directly to investors;
o to investors through agents;
o to dealers;
o through underwriting syndicates led by one or more managing
underwriters; and
o through one or more underwriters acting alone.
Any underwritten offering may be on a best efforts or a firm commitment
basis. We may also make direct sales through subscription rights distributed to
our stockholders on a pro rata basis, which may or may not be transferable. In
any distribution of subscription rights to stockholders, if all of the
underlying securities are not subscribed for, we may then sell the unsubscribed
securities directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to sell the
unsubscribed securities to third parties.
4
The distribution of the securities may be effected from time to time in
one or more transactions:
o at a fixed price or prices, which may be changed;
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
Any of the prices may represent a discount from the prevailing market prices.
Shares of common stock sold pursuant to the registration statement of
which this prospectus is a part will be authorized for quotation and trading on
the Nasdaq National Market. In the sale of the securities, underwriters or
agents may receive compensation from us or from purchasers of the securities,
for whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the securities may be deemed to be underwriters under the
Securities Act of 1933, and any discounts or commissions they receive from us
and any profit on the resale of securities they realize may be deemed to be
underwriting discounts and commissions under the Securities Act. The applicable
prospectus supplement will, where applicable:
o identify any such underwriter or agent;
o describe any compensation in the form of discounts, concessions,
commissions or otherwise received from us by each such underwriter or
agent and in the aggregate to all underwriters and agents;
o identify the amounts underwritten; and
o identify the nature of the underwriter's obligation to take the
securities.
Until the distribution of the securities is completed, rules of the
Securities and Exchange Commission may limit the ability of any underwriters and
selling group members to bid for and purchase the securities. As an exception to
these rules, underwriters are permitted to engage in some transactions that
stabilize the price of the securities. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
securities.
If any underwriters create a short position in the securities in an
offering in which they sell more securities than are set forth on the cover page
of the applicable prospectus supplement, the underwriters may reduce that short
position by purchasing the securities in the open market.
The lead underwriters may also impose a penalty bid on other
underwriters and selling group members participating in an offering. This means
that if the lead underwriters purchase securities in the open market to reduce
the underwriters' short position or to stabilize the price of the securities,
they may reclaim the amount of any selling concession from the underwriters and
selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security before the distribution is completed.
5
We do not make any representation or prediction as to the direction or
magnitude of any effect that the transactions described above might have on the
price of the securities. In addition, we do not make any representation that
underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
Under agreements into which we may enter, underwriters, dealers and
agents who participate in the distribution of the securities may be entitled to
indemnification by us against some liabilities, including liabilities under the
Securities Act.
Underwriters, dealers and agents may engage in transactions with us or
perform services for us in the ordinary course of business.
If indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by
particular institutions to purchase securities from us at the public offering
price set forth in such prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates stated in such
prospectus supplement. Each delayed delivery contract will be for an amount no
less than, and the aggregate principal amounts of securities sold under delayed
delivery contracts shall be not less nor more than, the respective amounts
stated in the applicable prospectus supplement. Institutions with which such
contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but will in all cases be subject to our
approval. The obligations of any purchaser under any such contract will be
subject to the conditions that (a) the purchase of the securities shall not at
the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which the purchaser is subject, and (b) if the securities are
being sold to underwriters, we shall have sold to the underwriters the total
principal amount of the securities less the principal amount thereof covered by
the contracts. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
To comply with applicable state securities laws, the securities offered
by this prospectus will be sold, if necessary, in such jurisdictions only
through registered or licensed brokers or dealers. In addition, securities may
not be sold in some states unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
EXPERTS
The consolidated financial statements of AVANT Immunotherapeutics,
Inc. incorporated in this prospectus by reference to the Annual Report on
Form 10-K for the year ended December 31, 2000, have been so incorporated in
reliance upon the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Megan Health, Inc. incorporated in this
prospectus by reference to the current Form 8-K/A, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters with respect to the securities offered pursuant
to this registration statement will be passed upon for us by Goodwin Procter
LLP, Boston, Massachusetts. Certain legal matters may be passed upon for any
agents or underwriters by counsel for such agents or underwriters identified in
the applicable prospectus supplement.
6
WHERE YOU CAN FIND MORE INFORMATION
We must comply with the informational requirements of the Securities
Exchange Act of 1934, as amended, and we are required to file reports and proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy these reports, proxy statements and other information at
the public reference facilities maintained by the Securities and Exchange
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Securities and Exchange Commission's Regional Offices at
7 World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center,
500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also
obtain copies at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding issuers like us that file
electronically with the Securities and Exchange Commission. You may access the
Securities and Exchange Commission's web site at http://www.sec.gov.
This prospectus constitutes part of a registration statement on Form
S-3 filed under the Securities Act with respect to the securities. As permitted
by the Securities and Exchange Commission's rules, this prospectus omits some of
the information, exhibits and undertakings included in the registration
statement. You may read and copy the information omitted from this prospectus
but contained in the registration statement, as well as the periodic reports and
other information we file with the Securities and Exchange commission, at the
public reference facilities maintained by the Securities and Exchange Commission
in Washington, D.C., New York, New York and San Francisco, California.
Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance we
refer you to the copy of the contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference in this prospectus the information that we file with them.
Incorporation by reference means that we can disclose important information to
you by referring you to other documents that are legally considered to be part
of this prospectus, and later information that we file with the Securities and
Exchange Commission will automatically update and supersede the information in
this prospectus, any supplement and the documents listed below. We incorporate
by reference the specific documents listed below and any future filings made
with the Securities and Exchange Commission under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, until all of the
shares are sold:
o our Current Report on Form 10-Q filed with the Securities and Exchange
Commission on May 11, 2001;
o our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, including information specifically incorporated by reference into
our Form 10-K from our definitive proxy statement for our 2001 Annual
Meeting of Stockholders;
o our Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 12, 2000, Form 8-K/A filed with the Securities
and Exchange Commission on January 30, 2001 and Form 8-K/A filed
with the Securities and Exchange Commission on July 3, 2001;
o the definitive Proxy Statement for our annual meeting of stockholders
filed on March 28, 2000; and
7
o the description of the rights to purchase shares of our Series C-1
Junior Participating Cumulative Preferred Stock contained in our
Registration Statement on Form 8-A, filed on November 14, 1994,
including all amendments and reports updating that description.
We will furnish without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any documents incorporated by reference other than exhibits to those
documents. Requests should be addressed to: 119 Fourth Avenue, Needham,
Massachusetts 02494, Attention: Corporate Secretary (telephone number (781)
433-0771).
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those documents.
8
AVANT
IMMUNOTHERAPEUTICS,
INC.
----------------
PROSPECTUS
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July 20, 2001