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SUPPLEMENT DATED FEBRUARY 6, 2007
(TO PROSPECTUS DATED AUGUST 8, 2003)
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Filed
pursuant to Rule 424(b)(3)
under
the Securities Act of 1933 in connection
with
Registration
Statement No. 333-107836
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Common
Stock
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,
(iii) the Prospectus Supplement, dated May 9, 2005, filed with the Commission
on
May 9, 2005, (iv) the Prospectus Supplement, dated February 17, 2006, filed
with
the Commission on February 17, 2006, (v) the Prospectus Supplement, dated March
21, 2006, filed with the Commission on March 21, 2006, and (vi) the Prospectus
Supplement, dated April 7, 2006, filed with the Commission on April 7, 2006.
Oppenheimer
Discovery Fund, Kane & Co., and Oppenheimer Emerging Growth Fund each have
assigned their Class A Investor Warrants to purchase 123,908 shares, 880 shares,
and 6,800 shares of our common stock respectively, to E*Trade Clearing, LLC.
Accordingly, the Selling Stockholder table contained in the Prospectus, as
amended and supplemented, is further amended, as set forth below, by (i)
deleting each of the entries for Oppenheimer Discovery Fund, Kane & Co., and
Oppenheimer Emerging Growth Fund and (ii) adding an entry for E*Trade Clearing,
LLC.
Our
common stock, par value $.001 per share, is listed on the Nasdaq Global Market
under the symbol “DSCO”. On February 5, 2007, the closing sale price for the
common stock, as reported on the Nasdaq National Market, was $2.48 a
share.
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
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Name
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Number
of Shares of common stock, not including Warrants, Beneficially
Owned
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Number
of Shares represented by Warrants Beneficially Owned
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Total
Number of Shares of common stock Beneficially Owned +
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Percentage
Beneficially Owned Before Offering
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Number
of Shares to be Offered for the Account of Selling
Stockholders
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Number
of Shares to be Owned after this Offering
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Percentage
to be Beneficially Owned After this Offering
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|||||||
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E*Trade
Clearing,
LLC
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0
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131,588
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131,588
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–
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131,588
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0
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*
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______________
*
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.
Investing
in our common stock involves significant risks. See “Risk Factors” beginning on
Page 8 of the Preliminary Prospectus, dated August 8, 2003, as well as the
section entitled “Risk Factors” included in our recent quarterly and annual
reports filed with the Securities and Exchange Commission.
Neither
the Commission 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.
Please
keep this supplement with your Prospectus.
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