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): January 31, 2006

Avanir Pharmaceuticals
__________________________________________
(Exact name of registrant as specified in its charter)

California	001-15803	33-0314804
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
11388 Sorrento Valley Road, San Diego, California		92121
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 858-622-5200

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 3.02 Unregistered Sales of Equity Securities.

As previously reported on December 11, 2003, Avanir Pharmaceuticals (the "Company") issued on December 5, 2003 warrants to purchase up to 807,347 shares (adjusted for a one-for-four reverse stock split in January 2006) of the Company’s Class A Common Stock at an exercise price of $7.00 per share (the "Warrants"). The Warrants had a five-year term, but included a provision that the Company could redeem the Warrants for $1.00 each if the Company’s stock price traded above twice the Warrant exercise price for a certain period of time (the "Redemption Right").

Due to the recent trading price for the Company’s Class A common stock, the Redemption Right has been triggered and the Company has issued a total of 601,454 shares of common stock (the "Warrant Shares") between January 26, 2006 and February 3, 2006 upon the exercise of certain of the Warrants, representing $4.2 million in proceeds to the Company. A portion of the Warrants were exercised prior to January 26, 2006.

As of February 3, 2006, Warrants to purchase 95,642 shares of common stock remained outstanding. The Company expects that these Warrants will be exercised before the Warrants expire pursuant to the Redemption Right and that such exercise would result in $669,000 in additional proceeds to the Company. Pursuant to the Redemption Right, unexercised Warrants will expire at 5:00 p.m. Eastern Standard Time on February 7, 2006, subject to certain conditions.

The Warrant Shares were issued in a private placement transaction that was exempt from registration under Section 4(2) of the Securities Act of 1933 and Regulation D promulgated by the Securities and Exchange Commission. The Warrant Shares have been registered for resale on Form S-3 (File No. 333-111680).

The Company is filing this Current Report on Form 8-K pursuant to Item 3.02, which requires notice of the issuance of securities in a private placement transaction or series of transactions if the aggregate number of shares issued exceeds 1% of the total shares outstanding.

On February 6, 2006, the Company issued a press release regarding the exercise of the Warrants. A copy of the press release dated February 6, 2006 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description
99.1 Press release, dated February 6, 2006

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.

	Avanir Pharmaceuticals
February 6, 2006	By:	Gregory P. Hanson, CMA
		Name: Gregory P. Hanson, CMA
		Title: VP, Finance and CFO

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated February 6, 2006

EX-99.1

[Avanir Pharmaceuticals LOGO]

AVANIR RECEIVES APPROXIMATELY $4.2 MILLION
FROM EXERCISE OF WARRANTS

San Diego, February 6, 2006 — Avanir Pharmaceuticals (AMEX: AVN.R) announced today that as of Friday, February 3, a majority of the holders of the Company’s Class A Warrants have elected to exercise their option to purchase a total of 601,454 shares of Avanir’s common stock at a price of $7.00 per share, resulting in net proceeds to the Company of approximately $4.2 million. The Company expects that the remaining warrants in this series, representing 95,642 shares of common stock and an additional $669,000 in proceeds to the Company, will be exercised prior to the expiration of the redemption period, which ends at 5:00 p.m. Eastern Standard Time on February 7, 2006. The redemption period was triggered with the Company’s stock price trading above $14.00 per share for a specified period of time. The Class A Warrants exercised were originally issued in December 2003 in an equity financing that raised approximately $8.0 million in working capital for the Company.

With the exercise of these Class A Warrants, the Company has only one series of common stock warrants that remains outstanding, representing the right to purchase up to 271,318 shares of common stock at a price of $8.92 per share. The Company will have the right to redeem any unexercised warrants for this series for a nominal amount if the Company’s common stock trades above $17.84 per share for a period of 25 consecutive trading days.

About Avanir
Avanir Pharmaceuticals is focused on developing and commercializing novel therapeutic products for the treatment of chronic diseases. Avanir’s product candidates address therapeutic markets that include central nervous system and cardiovascular disorders, inflammation, and infectious diseases. Avanir previously announced positive results in the second of two required Phase III clinical trials of Neurodex™, an investigational new drug for the treatment of involuntary emotional expression disorder (IEED). Additionally, Avanir has initiated a Phase III clinical trial for Neurodex as a potential treatment in patients with diabetic neuropathic pain, a second indication for Neurodex. Avanir has active collaborations with two international pharmaceutical companies: Novartis International Pharmaceutical Ltd., for the treatment of inflammatory disease and AstraZeneca, for the treatment of cardiovascular disease. The Company’s first commercialized product, “abreva®”, is marketed in North America by GlaxoSmithKline Consumer Healthcare and is the leading over-the-counter product for the treatment of cold sores. Further information about Avanir can be found at www.avanir.com.

Forward Looking Statements
The information contained in this press release, including any forward-looking statements contained herein, should be reviewed in conjunction with the company’s most recent Annual Report on Form 10-K and quarterly report on Form 10-Q and other publicly available information regarding the Company. Copies of such information are available from the company upon request. Such publicly available information sets forth many risks and uncertainties related to the company’s business and technology. Forward-looking statements often contain such words like “estimate,” “anticipate,” “believe,” “plan” or “expect”. Avanir disclaims any intent or obligation to update these forward-looking statements.

Avanir Pharmaceuticals Contacts
Patrick O’Brien
858-622-5216
pobrien@avanir.com
Patrice Saxon
858-622-5202
psaxon@avanir.com

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