Filed
Pursuant to Rule 433
Issuer
Free Writing Prospectus dated December 7, 2007
Relating
to Prospectus dated October 11, 2005
Registration
No. 333-128929
Up
to
10,000,000
Shares
Discovery
Laboratories, Inc.
Common
Stock
ISSUER
FREE WRITING PROSPECTUS
|
Issuer:
|
Discovery
Laboratories, Inc.
|
|
Ticker
/ Exchange:
|
DSCO
/ Nasdaq Global Market
|
|
Offering
size:
|
Up
to 10,000,000 shares
|
|
Public
offering price:
|
$2.50
|
|
Net
proceeds to Issuer:
|
We
expect the net proceeds from this offering of common stock to be
up to
approximately $23,590,000 after deducting the estimated placement
agent’s
fees and estimated offering expenses.
|
|
Use
of Proceeds:
|
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:
|
| · | Preparing for the anticipated U.S. commercial launch of Surfaxin® for Respiratory Distress Syndrome in premature infants, including establishing our own U.S. commercial sales and marketing organization specialized in neonatal and pediatric indications, enhancing our medical affairs capabilities with medical science liaison personnel deployed throughout the U.S. and enhancing our manufacturing, compliance and regulatory capabilities; | |
| · | Pursuing potential collaboration arrangements with international partners to co-develop and/or co-commercialize our neonatal and pediatric pipeline for Surfaxin and Aerosurf™, and potential world-wide strategic alliances for the development and/or commercialization of our novel Surfaxin Replacement Therapy (SRT) for respiratory conditions and disorders affecting adult patients; | |
| · | Research, development and clinical trial activities associated with ongoing development of Aerosurf, including development and manufacture of a second-generation aerosolization system that will potentially be used in anticipated Phase 2b/3 clinical trials for treatment of respiratory conditions prevalent in the NICU and PICU and, if approved, in the commercial market; | |
| · | Clinical trial costs associated with conducting clinical trials in 2008 and into 2009, including our ongoing Phase 2 and anticipated Phase 3 clinical trials for Surfaxin for the treatment of Acute Respiratory Failure and our anticipated Phase 2b/3 clinical trials for Surfaxin for the prevention of Bronchopulmonary Dysplasia; and | |
| · | Exploratory development of our aerosolized SRT platform in other disease targets, such as Acute Lung Injury and Cystic Fibrosis. |
|
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:
|
December
7, 2007
|
|
Settlement
date:
|
December
12, 2007
|
|
Placement
Agent:
|
Jefferies
& Company, Inc.
|
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, THE PLACEMENT AGENT
OR
ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS
IF YOU REQUEST IT BY CALLING TOLL-FREE 1-888-449-2342.