-----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, FJ2Ks2kAN8/wOAuqCgNB6+GguxbGSiUKPi+VD/h8+z/gTj81eEj9jwu/M+JtVR9X XqkiPEHighUaLYURordBOA== 0001104659-07-088543.txt : 20071213 0001104659-07-088543.hdr.sgml : 20071213 20071212213645 ACCESSION NUMBER: 0001104659-07-088543 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071212 SUBJECT COMPANY: 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: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-138299 FILM NUMBER: 071303137 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 FILED BY: 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: FWP 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 FWP 1 a07-31244_1fwp.htm FWP

 

Filed pursuant to Rule 433

Issuer Free Writing Prospectus dated December 12, 2007

Relating to Prospectus dated November 22, 2006

Registration No. 333-138299

 

Term Sheet

 

for

 

Financing

 

of

 

AVI BioPharma, Inc.

 

AVI BioPharma, Inc. (We, us or the “Company”) has filed a registration statement (Registration No. 333-138299, including a prospectus) with the SEC for the offering to which this communication relates. Before you subscribe, you should read the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we will arrange to send you the base prospectus and any other offering documents if you request them by calling (415) 458-0900.

 

 This Term Sheet is not intended to be contractually binding, and is subject in all respects (other than with respect to such section) to the execution of the Subscription Agreement.

 

Issuer:

 

AVI BioPharma, Inc., an Oregon corporation.

 

 

 

Securities Offered:

 

Up to an aggregate of (i) 10,750,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) 5,375,000 warrants to purchase Common Stock (the “Warrants”, and together with the Shares, the “Securities”) (the “Offering”).

 

 

 

Warrants:

 

The exercise price of the Warrants shall be $2.45 per share. The Warrants are exercisable beginning any time on or after June 19, 2008 and expire on December 18, 2012. The Warrants shall have the rights, preferences, privileges and restrictions substantially as set forth in the Form of Warrant.

 

 

 

Purchase Price:

 

$1.90 per Security

 

 

 

Use of Proceeds to Company:

 

We intend to use the net proceeds from this Offering to fund clinical trials for our lead product candidates, to fund the advancement of our pre-clinical programs and for other research and development and general corporate purposes.

 

 

 

Subscription and Closing
Date:

 

We and each investor participating in the Offering (each an “Investor” and collectively the “Investors”) shall execute a Subscription Agreement.

 

 

 

 


 

 

 

The form of Subscription Agreement provides that the Investors may rely on the representations and warranties which are made by us to the Placement Agent in the Placement Agency Agreement, which will be signed on the same day as the Subscription Agreements are signed. It is expected that the closing of the Offering shall occur, and the Securities shall be issued to the Investors and funds paid to us therefor, on or about December 18, 2007 (the “Closing Date”).

 

 

 

Risk Factors:

 

The Securities offered involve a high degree of risk. See the disclosure relating to the risks affecting us set forth in the base prospectus included in the registration statement relating to this Offering and the documents filed by the Company with the SEC under the Securities Exchange Act of 1934, as amended.

 

 

 

Nasdaq Global Market
Symbol:

 

AVII

Confidential Information:

 

The recipient of this Term Sheet and the materials attached hereto agrees with the Company, Citigroup Global Markets Inc., Oppenheimer & Co. Inc. and Maxim Group, LLC to maintain in confidence this disclosed information, together with any other non-public information regarding the Company obtained from the Company, Citigroup Global Markets Inc., Oppenheimer & Co. Inc. and Maxim Group, LLC or their agents during the course of the proposed Offering, and to comply with the recipient’s obligations under U.S. and state securities laws.

 

 

 

Placement Agent:

 

The Company has engaged Citigroup Global Markets Inc., to act as lead placement agent and Oppenheimer & Co. Inc. and Maxim Group, LLC to act as co-placement agents in connection with the Offering. The placement agents will receive a fee up to $1,429,750 and expense reimbursement of no more than $100,000.

 

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