Filed
pursuant to Rule 424(b)(3)
relating
to Registration Statement No. 333-107836
DISCOVERY
LABORATORIES, INC.
SUPPLEMENT
DATED FEBRUARY 17, 2006
TO
PROSPECTUS DATED AUGUST 8, 2003
This
Supplement should be read in conjunction with the Preliminary 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 Preliminary Prospectus, dated August 20,
2003,
contained therein, and including the exhibits thereto, (ii) the Prospectus
Supplement, dated April 16, 2004, filed with the Commission on April 16, 2004,
and (iii) the Prospectus Supplement, dated May 9, 2005, filed with the
Commission on May 9, 2005.
The
Selling Stockholder table contained in such Prospectus, as amended and
supplemented, is further amended, as set forth below, by (i) deleting the entry
for QFinance, Inc. (“QFinance”) in the Selling Stockholders table and (ii)
replacing the entry for PharmaBio Development Inc. (“PharmaBio”) with the
updated and additional information in the Selling Stockholders table set forth
in this Supplement. QFinance merged with and into PharmaBio on December 31,
2005.
Our
common stock, par value $.001 per share, is listed on the Nasdaq National Market
under the symbol “DSCO”. On February 16, 2006, the closing sale price for the
common stock, as reported on the Nasdaq National Market, was $7.97.
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.
The
information appearing in the following table supplements or supersedes in part
the information in the table under the heading “Selling Stockholders” in the
Preliminary 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
|
|||||
|
PharmaBio
Development Inc.
|
1,276,210
|
840,566
|
2,116,776
|
5.43%
|
1,730,719
|
386,057
|
*
|
____________
*
Less
than 1%.
+
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. 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.