Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated April 2, 2007
Relating to Prospectus dated October 11, 2005
Registration No. 333-128929
14,050,000 Shares
Discovery Laboratories, Inc.
Common Stock
ISSUER FREE WRITING PROSPECTUS
Issuer: Discovery Laboratories, Inc.
Ticker / Exchange: DSCO / Nasdaq Global Market
Offering size: 14,050,000 shares
Public offering price: $2.15
Net proceeds to Issuer: We expect the net proceeds from this offering of
common stock to be approximately $28.2 million
after deducting the estimated placement agents'
fees and estimated offering expenses.
Use of Proceeds: We expect the net proceeds from this offering of
common stock to be approximately $28.2 million
after deducting the estimated placement agents'
fees and estimated offering expenses. Except as
described in any prospectus supplement or post
effective amendment, we currently anticipate
using the net proceeds from the sale of our
common stock primarily for:
o Activities to prepare for the
anticipated U.S. commercial launch of
Surfaxin for respiratory distress
syndrome ("RDS") in premature
infants, such as investments in
medical affairs capabilities,
pharmacovigilance, commercialization
and expanded analytical capabilities
through construction of additional
laboratory space;
o Clinical trial costs associated with
filing an Investigational New Drug
application and conducting Phase 2
clinical trials for Aerosurf(TM)
(our precision-engineered aerosolized SRT
administered via nasal continuous positive
airway pressure ("nCPAP") for the
prevention of RDS in premature infants).
These costs include costs related to
animal model studies, drug supply,
manufacturing aerosol generator devices
and disposable dose packs, purchasing
nCPAP systems, patient enrollment, site
initiation and the use of consultants and
third-party vendors for data management
and biostatistics;
o Clinical trial costs associated with
conducting a Phase 2 clinical trial for a
potential expanded use of Surfaxin to
address an acute respiratory disorder in
patients in the pediatric intensive care
unit; and
o Investments to support our long-term
manufacturing strategy, including
activities to enhance our manufacturing
facility, optimize quality and analytical
operations, and develop capabilities to
support the manufacture of lyophilized
(dry powder) formulations of our
Surfactant Replacement Therapies ("SRT").
The amounts and timing of the expenditures may
vary significantly depending on numerous
factors, such as the progress of our research
and development efforts, technological advances
and the competitive environment for Surfaxin and
our other SRT drug candidates and their intended
uses. Pending the application of the net
proceeds, we are investing the proceeds in
short-term, interest-bearing instruments or
other investment-grade securities.
Trade date: April 2, 2007
Settlement date: April 5, 2007
Lead Placement Agent: Jefferies & Company, Inc.
Co-Placement Agent: Lazard Capital Markets, LLC
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE
SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU
SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS
THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER
AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE
SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY PLACEMENT AGENT OR
ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS
IF YOU REQUEST IT BY CALLING TOLL-FREE 1-800-538-8524.