SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 20, 2000
Discovery Laboratories, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-26422 94-3171943
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
350 Main Street, Suite 307, Doylestown, Pennsylvania 18901
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(Address of Principal Executive Offices (Zip Code)
(Registrant's Telephone Number, Including Area Code) (215) 340-4699
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(Former Name or Former Address, If Changed Since Last Report.)
933989.1
ITEM 5. Other Events.
On March 20, 2000, Registrant issued a press release to announce
that it has entered into definitive agreements to raise approximately
$18,868,500 in gross proceeds through a private placement. The Company will
issue units consisting of an aggregate of 2,902,846 shares of its common stock
and 580,569 Class E warrants with an exercise price of $7.63. In addition, the
Company will pay Paramount Capital, Inc., the placement agent, a fee consisting
of $1,320,795 and 348,341 warrants with an exercise price of $8.11.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
ExhibitDescription
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4.1 Form of Class E Warrant
99.1 Press Release, dated March 20, 2000.
933989.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISCOVERY LABORATORIES, INC.
By: /s/ Robert J. Capetola, Ph.D.
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Name: Robert J. Capetola, Ph.D.
Title: President and Chief Executive
Officer
Date: March 29, 2000
933989.1
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THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE. NEITHER SUCH WARRANTS NOR SUCH SECURITIES MAY
BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH
REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER
SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
DISCOVERY LABORATORIES, INC.
Class E Warrant for the Purchase
of Shares of Common Stock
FOR VALUE RECEIVED, DISCOVERY LABORATORIES, INC., a Delaware
corporation (the "Company"), hereby certifies that [ ] (the "Holder"), its
designee or its permitted assigns is entitled to purchase from the Company, at
any time or from time to time commencing on __________, 2000 and prior to 5:00
P.M., New York City time, on ________, 2005 up to [ ] ([ ]) fully paid and
non-assessable shares of common stock (subject to adjustment), $.001 par value
per share, of the Company for $[ ] per share (the "Purchase Agreement") (subject
to adjustment as provided herein) and an aggregate purchase price of $[ ].
(Hereinafter, (i) said common stock, $.001 par value per share, of the Company,
is referred to as the "Common Stock," (ii) the shares of the Common Stock
purchasable hereunder or under any other Warrant (as hereinafter defined) are
referred to as the "Warrant Shares," (iii) the aggregate purchase price payable
for the Warrant Shares purchasable hereunder is referred to as the "Aggregate
Warrant Price," (iv) the price payable for each of the Warrant Shares is
referred to as the "Per Share Warrant Price," (v) this Warrant, all similar
Warrants issued on the date hereof and all warrants hereafter issued in exchange
or substitution for this Warrant or such similar Warrants are referred to as the
"Warrants," and (vi) the holder of this Warrant is referred to as the "Holder"
and the holder of this Warrant and all other Warrants and Warrant Shares are
referred to as the "Holders" and Holders of more than 50% of the outstanding
Warrants and Warrant Shares are referred to as the "Majority of the Holders").
The Aggregate Warrant Price is not subject to adjustment.
By acceptance of this Warrant, the Holder agrees to comply with
all applicable provisions of the Purchase Agreement to the same extent as if it
were a party thereto.
1. Exercise of Warrant. (a) This Warrant may be exercised in
whole at any time, or in part from time to time, commencing on _______, 2000 and
prior to 5:00 P.M., Eastern Standard Time, on ________, 2005 by the Holder by
the surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in Section 9(a) hereof, together with proper
payment of the Aggregate Warrant Price, or the proportionate part thereof if
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this Warrant is exercised in part, with payment for the Warrant Shares made by
certified or official bank check payable to the order of the Company; or
(b) If this Warrant is exercised in part, this Warrant must be
exercised for a number of whole shares of the Common Stock and the Holder is
entitled to receive a new Warrant covering the Warrant Shares that have not been
exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Warrant Shares.
(c) Upon surrender of this Warrant, the Company will (i) issue a
certificate or certificates in the name of the Holder for the largest number of
whole shares of the Common Stock to which the Holder shall be entitled and, if
this Warrant is exercised in whole, in lieu of any fractional share of the
Common Stock to which the Holder shall be entitled, pay to the Holder cash in an
amount equal to the fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company shall determine), and
(ii) deliver the other securities and properties receivable upon the exercise of
this Warrant, or the proportionate part thereof if this Warrant is exercised in
part, pursuant to the provisions of this Warrant.
2. Reservation of Warrant Shares; Listing. The Company agrees
that, prior to the expiration of this Warrant, the Company shall at all times
(i) have authorized and in reserve, and shall keep available, solely for
issuance and delivery upon the exercise of this Warrant, the shares of the
Common Stock and other securities and properties as from time to time shall be
receivable upon the exercise of this Warrant, free and clear of all restrictions
on sale or transfer, other than under Federal or state securities laws, and free
and clear of all preemptive rights and rights of first refusal and (ii) use its
best efforts to keep the Warrant Shares authorized for listing on the Nasdaq
National Market, the Nasdaq SmallCap Market or any national securities exchange
on which the Company's Common Stock is traded.
3. Protection Against Dilution. (a) If, at any time or from time to
time after the date of this Warrant, the Company shall issue or distribute to
any holder of shares of Common Stock evidence of its indebtedness, any other
securities of the Company or any cash, property or other assets (excluding a
subdivision, combination or reclassification, or dividend or distribution
payable in shares of Common Stock, referred to in Section 3(b), and also
excluding cash dividends or cash distributions paid out of net profits legally
available therefor in the full amount thereof (any such non-excluded event being
herein called a "Special Dividend")), the Per Share Warrant Price shall be
adjusted by multiplying the Per Share Warrant Price then in effect by a
fraction, the numerator of which shall be the then Current Market Price in
effect on the record date of such issuance or distribution less the fair market
value (as determined in good faith by the Company's Board of Directors) of the
evidence of indebtedness, cash, securities or property, or other assets issued
or distributed in such Special Dividend applicable to one share of Common Stock
and the denominator of which shall be the then Current Market Price in effect on
the record date of such issuance or distribution. An adjustment made pursuant to
this Subsection 3(a) shall become effective immediately after the record date of
any such Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or
make a distribution to any holder of its capital stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) issue by reclassification of its Common Stock
any shares of capital stock of the Company, the Per Share
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Warrant Price shall be adjusted to be equal to a fraction, the numerator of
which shall be the Aggregate Warrant Price and the denominator of which shall be
the number of shares of Common Stock or other capital stock of the Company that
the Holder would have owned immediately following such action had such Warrant
been exercised immediately prior thereto. An adjustment made pursuant to this
Subsection 3(b) shall become effective immediately after the record date in the
case of a dividend or distribution, and shall become effective immediately after
the effective date in the case of a subdivision, combination or
reclassification.
(c) Except as provided in Subsections 3(a) and 3(b), in case the
Company shall hereafter issue or sell any Common Stock, any securities
convertible into Common Stock, any rights, options or warrants to purchase or
otherwise receive an issuance of Common Stock or any securities convertible
into, or exercisable or exchangeable for, Common Stock, in each case for a price
per share or entitling the holders thereof to purchase Common Stock at a price
per share (determined by dividing (i) the total amount, if any, received or
receivable by the Company in consideration of the issuance or sale of such
securities plus the total consideration, if any, payable to the Company upon
exercise thereof (the "Total Consideration") by (ii) the number of additional
shares of Common Stock issued, sold or issuable upon exercise of such
securities) that is less than the then (1) Current Market Price in effect on the
date of such issuance or sale and (2) the Redemption Price (as defined in
Section 7 below), then the Per Share Warrant Price shall be adjusted as of the
date of such issuance or sale by multiplying the Per Share Warrant Price then in
effect by a fraction, the numerator of which shall be (x) the sum of (A) the
number of shares of Common Stock outstanding on the record date of such issuance
or sale plus (B) the Total Consideration divided by the Current Market Price and
the denominator of which shall be (y) the number of shares of Common Stock
outstanding on the record date of such issuance or sale plus the maximum number
of additional shares of Common Stock issued, sold or issuable upon exercise or
conversion of such securities.
(d) No adjustment in the Per Share Warrant Price shall be
required in the case of the issuance by the Company of Common Stock (i) pursuant
to the exercise of any warrant; (ii) pursuant to the exercise of any stock
options or warrants currently outstanding or securities issued after the date
hereof, which may be approved by the Company's Board of Directors pursuant to
any Company benefit plan or exercised, under any employee benefit plan of the
Company to officers, directors, consultants or employees, but only with respect
to such warrants or stock options as are exercisable at prices no lower than the
closing bid price of the Common Stock as of the date of grant thereof.
(e) In case of any capital reorganization or reclassification,
or any consolidation or merger to which the Company is a party other than a
merger or consolidation in which the Company is the continuing corporation, or
in case of any sale or conveyance to another entity of the property of the
Company as an entirety or substantially as a entirety, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Company), the Holder of this Warrant shall have the right thereafter to receive
on the exercise of this Warrant the kind and amount of securities, cash or other
property which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this Section 3(e) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers,
statutory exchanges, sales or conveyances. The Company shall require the issuer
of any shares of stock or other securities or
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property thereafter deliverable on the exercise of this Warrant to be
responsible for all of the agreements and obligations of the Company hereunder.
Notice of any such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and of said provisions so proposed to be
made, shall be mailed to the Holders of the Warrants not less than thirty (30)
days prior to such event. A sale of all or substantially all of the assets of
the Company for a consideration consisting primarily of securities shall be
deemed a consolidation or merger for the foregoing purposes.
(f) No adjustment in the Per Share Warrant Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.05 per share of Common Stock; provided, however, that any adjustments
which by reason of this Subsection 3(g) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment; provided,
further, however, that adjustments shall be required and made in accordance with
the provisions of this Section 3 (other than this Subsection 3(g)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon the
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be. Anything
in this Section 3 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Per Share Warrant Price, in addition to those
required by this Section 3, as it in its discretion shall deem to be advisable
in order that any stock dividend, subdivision of shares or distribution of
rights to purchase stock or securities convertible or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable.
(g) Whenever the Per Share Warrant Price is adjusted as provided
in this Section 3 and upon any modification of the rights of a Holder of
Warrants in accordance with this Section 3, the Company shall promptly prepare a
brief statement of the facts requiring such adjustment or modification and the
manner of computing the same and cause copies of such certificate to be mailed
to the Holders of the Warrants. The Company may, but shall not be obligated to
unless requested by a Majority of the Holders, obtain, at its expense, a
certificate of a firm of independent public accountants of recognized standing
selected by the Board of Directors (who may be the regular auditors of the
Company) setting forth the Per Share Warrant Price and the number of Warrant
Shares in effect after such adjustment or the effect of such modification, a
brief statement of the facts requiring such adjustment or modification and the
manner of computing the same and cause copies of such certificate to be mailed
to the Holders of the Warrants.
(h) If the Board of Directors of the Company shall declare any
dividend or other distribution with respect to the Common Stock other than a
cash distribution out of earned surplus, the Company shall mail notice thereof
to the Holders of the Warrants not less than ten (10) days prior to the record
date fixed for determining stockholders entitled to participate in such dividend
or other distribution.
(i) If, as a result of an adjustment made pursuant to this
Section 3, the Holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Company, the Board of
Directors (whose determination shall be conclusive and shall be described in a
written notice to the Holder of any Warrant promptly after such adjustment)
shall determine the allocation of the adjusted Per Share Warrant Price between
or among shares or such classes of capital stock or shares of Common Stock and
other capital stock.
(j) Upon the expiration of any rights, options, warrants or
conversion privileges with respect to the issuance of which an adjustment to the
Per Share Warrant Price had been made, if such shall not have been exercised,
the number of Warrant Shares purchasable upon exercise of this Warrant, to the
extent this Warrant has not then been exercised, shall, upon such expiration, be
readjusted and shall thereafter be such as they would have been had they been
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originally adjusted (or had the original adjustment not been required, as the
case may be) on the basis of (A) the fact that Common Stock, if any, actually
issued or sold upon the exercise of such rights, options, warrants or conversion
privileges, and (B) the fact that such shares of Common Stock, if any, were
issued or sold for the consideration actually received by the Company upon such
exercise plus the consideration, if any, actually received by the Company for
the issuance, sale or grant of all such rights, options, warrants or conversion
privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the number of Warrant Shares
purchasable upon exercise of this Warrant by an amount in excess of the amount
of the adjustment initially made in respect of the issuance, sale or grant of
such rights, options, warrants or conversion privileges.
(l) In case any event shall occur as to which the other provisions
of this Section 3 are not strictly applicable but as to which the failure
to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles hereof then, in each such case, the Board of Directors of the
Company shall in good faith determine the adjustment, if any, on a basis
consistent with the essential intent and principles established herein,
necessary to preserve the purchase rights represented by the Warrants. Upon
such determination, the Company will promptly mail a copy thereof to the
Holder of this Warrant and shall make the adjustments described therein.
4. Fully Paid Stock; Taxes. The shares of the Common Stock
represented by each and every certificate for Warrant Shares delivered upon the
exercise of this Warrant shall at the time of such delivery, be duly authorized,
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value, if any, per share of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price. The Company shall pay all documentary, stamp or similar taxes and
other similar governmental charges that may be imposed with respect to the
issuance or delivery of any Common Shares upon exercise of the Warrants (other
than income taxes); provided, however, that if the Common Shares are to be
delivered in a name other than the name of the Holder, no such delivery shall be
made unless the person requesting the same has paid to the Company the amount
of transfer taxes or charges incident thereto, if any.
5. Registration Under Securities Act of 1933. (a) The Holder
shall have the right to participate in the registration rights granted to
Holders of Registrable Securities (as defined in the Subscription Agreement)
with respect to the Warrant Shares.
(b) Until all of the Warrant Shares have been sold under a
registration statement declared effective by the Securities and Exchange
Commission or pursuant to Rule 144, the Company shall use its reasonable best
efforts to file with the Securities and Exchange Commission all current reports
and the information as may be necessary to enable the Holder to effect sales of
its shares in reliance upon Rule 144 promulgated under the Securities Act of
1933, as amended (the "Act").
6. Investment Intent; Limited Transferability. (a) The Holder
represents, by accepting this Warrant, that it understands that this Warrant and
any securities obtainable upon exercise of this Warrant have not been registered
for sale under Federal or state securities laws and are being offered and sold
to the Holder pursuant to one or more exemptions from the
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registration requirements of such securities laws. In the absence of an
effective registration of such securities or an exemption therefrom, any
certificates for such securities shall bear the legend set forth on the first
page hereof. The Holder understands that it must bear the economic risk of its
investment in this Warrant and any securities obtainable upon exercise of this
Warrant for an indefinite period of time, as this Warrant and such securities
have not been registered under Federal or state securities laws and therefore
cannot be sold unless subsequently registered under such laws, unless an
exemption from such registration is available.
(b) The Holder, by its acceptance of this Warrant, represents to
the Company that it is acquiring this Warrant and will acquire any securities
obtainable upon exercise of this Warrant for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Act. The Holder agrees that this Warrant and any such
securities will not be sold or otherwise transferred unless (i) a registration
statement with respect to such transfer is effective under the Act and any
applicable state securities laws or (ii) such sale or transfer is made pursuant
to one or more exemptions from the Act.
(c) In addition to the limitations set forth in Section 1, this
Warrant may not be sold, transferred, assigned or hypothecated by the Holder
except in compliance with the provisions of the Act and the applicable state
securities "blue sky" laws, and is so transferable only upon the books of the
Company which it shall cause to be maintained for such purpose. The Company may
treat the registered Holder of this Warrant as he or it appears on the Company's
books at any time as the Holder for all purposes. The Company shall permit any
Holder of a Warrant or his duly authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts from its books
showing the registered holders of Warrants. All Warrants issued upon the
transfer or assignment of this Warrant will be dated the same date as this
Warrant, and all rights of the holder thereof shall be identical to those of the
Holder.
(d) The Holder has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
Warrants or the exercise of the Warrants; and (ii) the opportunity to request
such additional information which the Company possesses or can acquire without
unreasonable effort or expense.
(e) The Holder did not (i) receive or review any advertisement,
article, notice or other communication published in a newspaper or magazine or
similar media or broadcast over television or radio, whether closed circuit, or
generally available; or (ii) attend any seminar, meeting or investor or other
conference whose attendees were, to such Holder's knowledge, invited by any
general solicitation or general advertising.
(f) The Holder is an "accredited investor" within the meaning of
Regulation D under the Act. Such Holder is acquiring the Warrants for its own
account and not with a present view to, or for sale in connection with, any
distribution thereof in violation of the registration requirements of the
Securities Exchange Act of 1934, without prejudice, however, to such Holder's
right, subject to the provisions of the Subscription Agreement and this Warrant,
at all times to sell or otherwise dispose of all or any part of such Warrants
and Warrant Shares.
(g) Either by reason of such Holder's business or financial
experience or the business or financial experience of its professional advisors
(who are unaffiliated with and who
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are not compensated by the Company or any affiliate, finder or selling agent of
the Company, directly or indirectly), such Holder has the capacity to protect
such Holder's interests in connection with the transactions contemplated by this
Warrant and the Purchase Agreement.
7. Optional Redemption. In the event that the closing bid price
for any 20 consecutive Trading Days is at least 200% of the Per Share Warrant
Price (the "Redemption Price"), the Company shall be entitled to redeem the
Warrants, or any of them, at a per Warrant redemption price of $0.01, by 30
business days' written notice to the Holder. Upon the expiration of such 30
business day period, all Warrants noticed for redemption that have not
theretofore been exercised by the Holder shall, upon payment of the aggregate
redemption price therefore, cease to represent the right to purchase any shares
of Common Stock and shall be deemed cancelled without any further act or deed on
the part of the Company. The Holder undertakes to return the certificate
representing any redeemed Warrants to the Company upon their redemption any to
indemnify the Company with respect to any losses, claims, damages or liabilities
arising from the Holder's failure to return such certificate. In the event the
certificate so returned represents a number of Warrants in excess of the number
being redeemed, the Company shall as promptly as practicable issue to the Holder
a new certificate for the number of unredeemed Warrants.
8. Loss, etc., of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant,
and of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.
9. Warrant Holder Not Stockholder. This Warrant does not confer
upon the Holder any right to vote on or consent to or receive notice as a
stockholder of the Company, as such, in respect of any matters whatsoever, nor
any other rights or liabilities as a stockholder, prior to the exercise hereof;
this Warrant does, however, require certain notices to Holders as set forth
herein.
10. Communication. No notice or other communication under this
Warrant shall be effective unless, but any notice or other communication shall
be effective and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:
(a) the Company at Discovery Laboratories, Inc., 350 South Main
Street, Suite 307, Doylestown, Pennsylvania 18901, Attn: Evan
Myrianthopoulos, Vice President of Finance or such other address as the
Company has designated in writing to the Holder, or
(b) the Holder at [ ], Attn: [ ] or other such address as the Holder
has designated in writing to the Company.
11. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction hereof.
12. Applicable Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of
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conflicts of law thereof.
13. Amendment, Waiver, etc. Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the Majority of the
Holders.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed this [ ] day of [ ], 2000.
DISCOVERY LABORATORIES, INC.
By:____________________________
Name:
Title:
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SUBSCRIPTION
The undersigned, ___________________, pursuant to the provisions
of the foregoing Warrant, hereby agrees to subscribe for and purchase
____________________ shares of the Common Stock, par value $.001 per share, of
Discovery Laboratories, Inc. covered by said Warrant, and makes payment therefor
in full at the price per share provided by said Warrant.
Dated:_______________ Signature:____________________
Address:______________________
ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby sells, assigns and
transfers unto ____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Discovery Laboratories, Inc.
Dated:_______________ Signature:____________________
Address:______________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby assigns and transfers
unto ____________________ the right to purchase _______ shares of Common Stock,
par value $.001 per share, of Discovery Laboratories, Inc. covered by the
foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer such part of said Warrant on the
books of the Company.
Dated:_______________ Signature:____________________
Address:______________________
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Exhibit 99.1
Discovery Laboratories, Inc. Announces $18.5 Million Private Placement:
Financing Provides Fuel for Advancement of Surfactant Portfolio
DOYLESTOWN, Pa.--(BW HealthWire)--March 20, 2000--Discovery Laboratories, Inc.
(NASDAQ Small Cap: DSCO, DSCOU) announced today that it has entered into
definitive agreements to raise approximately $18.5 million in gross proceeds
through a private placement. Pursuant to the offering, the Company will sell
approximately 2.8 million shares of common stock and 570,000 warrants. The
closing is expected to be completed on March 21, 2000 and is subject to
customary conditions. The shares issued in the placement have not been
registered and the Company plans to file a registration statement covering such
shares within 30 days of closing.
Investors in the offering included: PIMCO Equity Advisors; The Lincoln Fund;
Royal Bank of Canada; The Keys Foundation; Albert Fried and Co.; and Credito
Privato Commerciale. Paramount Capital, Inc. acted as the placement agent for
the financing.
"We are very pleased with the strong interest shown by investors in Discovery
and its programs and the ease with which we were able to complete this
offering," commented Evan Myrianthopoulos, Vice President of Finance for
Discovery. "The offering should provide us with sufficient capital to complete
Phase 3 trials of Surfaxin(R) in neonatal indications."
Discovery is a bio-pharmaceutical company whose mission is to develop and
commercialize medically novel therapeutics for critical care. Presently,
Discovery is developing Surfaxin(R) to treat respiratory distress syndrome (RDS)
in premature infants, meconium aspiration syndrome (MAS) in full term babies,
direct acute respiratory distress syndrome (ARDS), and SuperVent(TM) to treat
cystic fibrosis (CF). Currently, Surfaxin(R) is the subject of a pivotal Phase 3
clinical trial in MAS and SuperVent(TM) is the subject of a Phase 2 clinical
trial in CF. More information about Discovery is available on the company's web
site at: www.discoverylabs.com.
To the extent that statements in this press release are not strictly historical,
including statements as to future financial conditions, events conditioned on
stockholder or other approval, or otherwise as to future events, such statements
are forward-looking, and are made pursuant to the safe harbor provisions of the
Securities Litigation Reform Act of 1995. The forward-looking statements
contained in this release are subject to certain risks and uncertainties that
could cause actual results to differ materially from the statements made. Among
the factors which could affect the company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein are the risk that financial conditions may change, risks
relating to the progress of the company's research and development and the
development of competing therapies and/or technologies by other companies. Those
associated risks and others are further described in the company's filings with
the Securities and Exchange Commission.