Filed
pursuant to Rule 424(b)(3)
relating
to Registration Statement No. 333-107836
DISCOVERY
LABORATORIES, INC.
SUPPLEMENT
DATED MAY 9, 2005
TO
PROSPECTUS DATED AUGUST 11, 2003
This
Supplement should be read in conjunction with the Prospectus, dated August 8,
2003, contained in Registration Statement No. 333-107836 (the “Registration
Statement”) of Discovery Laboratories, Inc., as amended and supplemented by (i)
the Pre-Effective Amendment No. 1 to the Registration Statement filed with the
Securities and Exchange Commission (the “Commission”) on August 21, 2003,
including the Prospectus, dated August 20, 2003, contained therein, and
including the exhibits thereto, and (ii) the Prospectus Supplement, dated April
16, 2004, filed with the Commission on April 16, 2004. The Selling Stockholder
table contained in such Prospectus, as amended and supplemented, is further
supplemented, as set forth below, by (i) adding Sargon Capital International
Fund Ltd. (“Sargon”) as a new selling stockholder and (ii) replacing the entry
for Baystar Capital II, L.P. (“Baystar”) with the updated and additional
information in the Selling Stockholders table set forth in this Supplement.
Our
common stock, par value $.001 per share, is listed on the Nasdaq National Market
under the symbol “DSCO”. On May 5, 2005, the closing sale price for the common
stock, as reported on the Nasdaq National Market, was $6.11. 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.
Sargon
may offer and sell a total of 18,579 shares of
common stock under the Prospectus. The shares being offered by Sargon under the
Prospectus were acquired upon the transfer from Baystar to Sargon of the warrant
issued to Baystar in connection with a private placement consummated by us in
June 2003. In connection with such private placement, we agreed to register with
the Commission, under the Securities Act of 1933, the shares sold to the
investors and their assignees in the private placement, including all shares
issuable upon exercise of the warrants issued in such private
placement.
The
following table sets forth, to the best of our knowledge, based on information
provided to us by Baystar and Sargon:
--the
number of shares of common stock owned by Baystar and Sargon; and
--the
number of shares being offered by Baystar and Sargon under the
Prospectus.
All
information with respect to share ownership has been provided by or on behalf of
Baystar and Sargon as of a recent date. Because either selling stockholder may
have sold, transferred or otherwise disposed of all or a portion of the shares
of common stock that it owned since the date on which it provided us with the
information regarding its 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 such
selling stockholder after the offering.
The
information appearing in the following table supplements or supersedes in part
the information in the table under the heading “Selling Stockholder” in the
Prospectus dated August 20, 2003, as amended and supplemented.
SELLING
STOCKHOLDERS
|
Name |
Number
of Shares of common stock, not including Warrants, Beneficially
Owned |
Number
of Shares represented by Warrants Beneficially Owned |
Total
Number of Shares of common stock Beneficially Owned + |
Percentage
Beneficially Owned Before Offering |
Number
of Shares to be Offered for the Account of Selling
Stockholders |
Number
of Shares to be Owned after this Offering |
Percentage
to be Beneficially Owned After this Offering | |||||||
|
Baystar
Capital II, L.P. |
92,895 |
0 |
92,895 |
0 |
92,895 |
0 |
* | |||||||
|
Sargon
Capital International Fund, Ltd. |
0 |
18,579 |
18,579 |
0 |
18,579 |
0 |
* |
+ The
information contained in this table reflects “beneficial” ownership of common
stock within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934. On May 5, 2005, we had 53,522,562 (not including treasury shares) shares
of common stock outstanding. Beneficial ownership information reflected in the
table includes shares of common stock issuable upon the exercise of outstanding
warrants.
Please
keep this supplement with your Prospectus.
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