Filed pursuant to Rule 424(b)(3)
relating to Registration No. 333-86105
DISCOVERY LABORATORIES, INC.
SUPPLEMENT DATED JUNE 21, 2001
TO PROSPECTUS DATED NOVEMBER 4, 1999
This Supplement should be read in conjunction with the Prospectus
dated November 4, 1999, contained in Registration Statement No. 333-86105 of
Discovery Laboratories, Inc., as amended and supplemented and including the
exhibits thereto. The selling stockholder table contained in such Prospectus is
amended by deleting the references to The Aries Domestic Fund, L.P., and The
Aries Master Fund (collectively, the "Aries Funds"), and adding the entities
listed in the table below as new selling stockholders (the "Selling
Stockholders"). The Aries Funds have transferred all of the securities
registered for resale pursuant to the above-referenced Registration Statement
and Prospectus to the Selling Stockholders. Each of the Aries Funds and the
Selling Stockholders may be deemed to be an affiliate of the Company.
Our common stock, par value $.001 per share (the "Common Stock"), is
listed on the Nasdaq SmallCap Market under the symbol "DSCO". On June 20, 2001,
the closing sale price for the Common Stock, as reported on the Nasdaq Small Cap
Market, was $3.82. We advise you to obtain a current market quotation for the
Common Stock.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
SELLING STOCKHOLDERS
The Selling Stockholders may offer and sell a total of 767,511
shares of Common Stock under the Prospectus. The shares being offered under the
Prospectus were acquired by the Selling Stockholders upon the transfer of
securities we issued to the Aries Funds in connection with a private placement
completed by us in July 1999 (the "Private Placement"). In connection with the
Private Placement, we agreed to register these shares for the Aries Funds and
their assignees under the Securities Act of 1933.
The following table sets forth, to the best of our knowledge, based
on information provided to us by the Selling Stockholders:
o the number of shares of the Common Stock owned by each Selling
Stockholder; and
o the number of shares being offered by each Selling Stockholder under the
Prospectus.
All information with respect to share ownership has been provided by
the Selling Stockholders as of a recent date. Because the Selling Stockholders
identified below may have sold, transferred or otherwise disposed of all or a
portion of the shares of Common Stock owned
by them since the date on which they provided us with the information regarding
their share ownership in transactions exempt from the registration requirements
of the Securities Act of 1933, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholders after the
offering.
The information appearing in the following table supplements or
supersedes in part the information in the table under the heading "Selling
Stockholders" in the Prospectus and was provided by or on behalf of the entities
named below, as of May 18, 2001.
Number of
Shares of Number of
common stock, Shares Total Number of Number of Shares
not including represented by Shares of Percentage to be Offered for
Warrants, Warrants Common Stock Beneficially the Account of
Beneficially Beneficially Beneficially Owned Before Selling
Name Owned Owned Owned + Offering Stockholders
- ---------------------------- ----------------- ----------------- ----------------- ----------------- ------------------
Aries Select I LLC 440,800 23,641 464,441 2.2% 230,253
Aries Select Ltd. 1,068,541 55,164 1,123,705 5.3% 537,258
Number of Percentage to
Shares to be be Beneficially
Owned after Owned After
Name this Offering this Offering
- ----------------------------- -------------- -----------------
Aries Select I LLC 234,188 1.1%
Aries Select Ltd. 586,447 2.8%
- ------------------------
+ The information contained in this table reflects "beneficial" ownership of
Common Stock within the meaning of Rule 13d-3 under the Exchange Act. On May 18,
2001, we had 21,173,383 shares of Common Stock outstanding. Beneficial ownership
information reflected in the table includes shares of Common Stock issuable upon
the exercise of outstanding warrants issued by us.
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