-----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, GB9kqht4tJXsGar+igDbnaBXC+g5Y76Cc1i7W1Kcq3cJriyPab0SipHLOvVEHeOb P30my52QKK2k92WWRDqNgg== 0001104659-03-010826.txt : 20030520 0001104659-03-010826.hdr.sgml : 20030520 20030520162230 ACCESSION NUMBER: 0001104659-03-010826 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030505 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVI BIOPHARMA INC CENTRAL INDEX KEY: 0000873303 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930797222 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14895 FILM NUMBER: 03712740 BUSINESS ADDRESS: STREET 1: ONE SW COLUMBIA STREET 2: STE 1105 CITY: PORTLAND STATE: OR ZIP: 97258 BUSINESS PHONE: 5032270554 MAIL ADDRESS: STREET 1: ONE SW COLUMBIA STREET 2: SUITE 1105 CITY: PORTLAND STATE: OR ZIP: 97258 FORMER COMPANY: FORMER CONFORMED NAME: ANTIVIRALS INC DATE OF NAME CHANGE: 19970123 8-K/A 1 j1412_8ka.htm 8-K/A

 

FORM 8-K/A

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2003

 

AVI BioPharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Oregon

 

0-22613

 

93-0797222

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

One S.W. Columbia, Suite 1105
Portland, OR 97258

(Address of principal executive offices)

 

 

 

 

 

(503) 227-0554

Registrant’s telephone number, including area code

 

 

 

Item 5. Other Events.

 

Private Placement of Securities

 

On May 5, 2003, AVI BioPharma, Inc. (NASDAQ: AVII, AVIIW, AVIIZ) (the “Company”) announced a private placement of 3,000,000 shares of its common stock, par value $.0001 per share (the “Common Stock”), together with warrants to acquire an additional 1,500,000 shares of Common Stock, to a group of institutional investors for a total purchase price of $15.0 million. The warrants are exercisable for five years at an exercise price of $7.00 per share. Subsequent to that announcement, in a supplemental closing, an additional 1,500,000 shares of Common Stock and Warrants to acquire an additional 750,000 shares of Common Stock were sold as part of the private placement to certain of the same institutional investors for a purchase price of an additional $7.5 million, resulting in a total sale and issuance in the private placement of 4,500,000 shares of Common Stock and Warrants to acquire an additional 2,250,000 shares of Common Stock.

 

As part of the transaction, the Company entered into a Securities Purchase Agreement containing customary representations and warranties and undertakings regarding the securities issued. The Company also entered into a Registration Rights Agreement that requires the Company to register the Common Stock issued in the transaction, as well as the Common Stock issuable upon exercise of the Warrants, within twenty (20) days and to cause such registration statement to become effective within fifty (50) days of the closing, subject to increase to eighty (80) days if the registration is reviewed. The Registration Rights Agreement contains customary representations, warranties and undertakings and provides a penalty if the registration statement is not made effective within fifty (50) days of the closing (increases to eighty (80) days if the registration is reviewed) or maintained in effect, unless the securities covered by the registration statement are otherwise freely tradable under federal and state securities laws.

 

The placement agent received a warrant for 315,000 shares of Common Stock exercisable for five years at an exercise price of $7.00 per share and cash commissions equal to 7% of the offering proceeds, plus reimbursement of certain out of pocket expenses.  Another financial advisor received 46,211 shares of our Common Stock and fees of approximately $100,000 related to financial advisory services that could be considered related to the offering.

 

Copies of the Securities Purchase Agreement, form of Warrant, Registration Rights Agreement and Additional Funding Agreement are being filed with this Form 8-K.

 

A copy of the press release dated May 5, 2003 issued by the Company regarding this financing is attached hereto as Exhibit No. 1.

 

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

 

 

 

Exhibits

 

1. Press release dated May 5, 2003 issued by the Company. (1)

 

2. Securities Purchase Agreement dated May 5, 2003 between the Company and the purchasers (“SPA”). (2)(3)

 

3. Form of Warrant issued by the Company to the purchasers under the SPA. (1)

 

4. Registration Rights Agreement dated May 5, 2003 between the Company and the purchasers. (1)

 

5. Additional Funding Agreement dated May 6, 2003 between the Company and the purchasers. (1)

 

2

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on May 20, 2003.

 

 

AVI BioPharma, Inc.

 

 

 

 

 

 

 

By:

/s/  ALAN P. TIMMINS

 

 

Alan P. Timmins

 

 

President and Chief Operating Officer
(Principal Operating Officer)

 

EXHIBIT INDEX

 

Exhibit No.

 

Document Description

 

 

 

1

 

Press release dated May 5, 2003 issued by AVI BioPharma, Inc.(1)

10.45

 

Securities Purchase Agreement dated May 5, 2003 between the Company and the purchasers (“SPA”).(2)(3)

10.46

 

Form of Warrant issued by the Company to the purchasers under the SPA.(1)

10.47

 

Registration Rights Agreement dater May 5, 2003 between the Company and the purchasers.(1)

10.48

 

Additional Funding Agreement dated May 6, 2003 between the Company and the purchasers.(1)

 

1. Filed with original Form 8-K on May 7, 2003.

2. Signature pages only revised to reflect stock/warrant allocation.

3. Filed with Form 8-K/A on May 8, 2003.

 

3

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