|
|
|
Prospectus Supplement
|
|
Filed Pursuant to Rule 424(b)(7) |
(To Prospectus dated July 30, 2007)
|
|
File No. 333-144953 |
Selling Stockholders
The information in the table below should be considered in addition to the information
appearing in the related prospectus under the heading Selling Stockholders and is based on
information provided to us by the selling stockholders as of
March 24, 2008. If any selling
stockholder identified in the table below is also identified in the table appearing under the
heading Selling Stockholders in the related prospectus, or in any other supplement to that
prospectus filed with the SEC prior to March 24, 2008, then the information relating to that
selling stockholder in the table and notes below supersedes the corresponding information in the
prospectus or prospectus or supplement.
The following table presents information regarding the selling stockholders and the shares that
they may offer and sell from time to time under the registration statement relating to this
prospectus supplement. We prepared this table based on information that the selling stockholders
listed below have supplied to us. The information about the selling stockholders listed below may
change over time, and we may not be made aware of these changes. If the selling stockholders notify
us of any such change, we will reflect the change in a new prospectus supplement.
Except as otherwise indicated below, to our knowledge, no selling stockholder or any of its
affiliates, officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with us or our predecessors or affiliates during
the three years prior to the date of this prospectus supplement.
Our registration of the offer and sale of the shares of our common stock identified below does not
mean that the selling stockholders identified below will sell all or any of these shares. In
addition, the selling stockholders may have sold, transferred or disposed of all or a portion of
their shares after the date on which they provided us with the information regarding their
holdings, including in transactions exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended. In addition, we do not know how long the
selling stockholders will hold the shares before selling them, if at all.
The term selling stockholders includes the stockholders listed below and certain of their
pledgees and donees, or other successors, described under Plan of Distribution in the related
prospectus. The number of shares in the column Maximum Number of Shares of Common Stock Being Sold
in this Offering represents all of the shares that the applicable selling stockholder may offer
under this prospectus supplement and the related prospectus and assumes the selling stockholder
exercises, for cash, of all the outstanding warrants it holds.
A selling stockholder that is identified below as a broker-dealer, or an affiliate of a
broker-dealer, may be deemed to be an underwriter with respect to the securities it sells pursuant
to this prospectus supplement.
S-1
Beneficial ownership and percentage ownership are determined in accordance with the SECs rules.
The percentages in the table below are calculated based on 55,720,853 shares of our common stock
outstanding as of February 13, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of Common |
|
|
Maximum Number of |
|
|
Number of Shares of Common |
|
|
|
Stock Beneficially Owned |
|
|
Shares of Common |
|
|
Stock Beneficially Owned After |
|
|
|
Before this Offering |
|
|
Stock Being Sold in |
|
|
this Offering |
|
Selling Stockholder |
|
Number |
|
|
Percent |
|
|
this Offering |
|
|
Number |
|
|
Percent |
|
Bristol Investment Fund, Ltd. |
|
|
9,261 |
|
|
|
* |
|
|
|
9,261 |
|
|
|
|
|
|
|
* |
|
DAFNA LifeScience Ltd. |
|
|
4,630 |
|
|
|
* |
|
|
|
4,630 |
|
|
|
|
|
|
|
* |
|
DAFNA LifeScience Select Ltd. |
|
|
4,630 |
|
|
|
* |
|
|
|
4,630 |
|
|
|
|
|
|
|
* |
|
Leerink Swann LLC1,2,3 |
|
|
131,645 |
|
|
|
* |
|
|
|
131,645 |
|
|
|
|
|
|
|
* |
|
OTA LLC2,3 |
|
|
655,263 |
|
|
|
1.2 |
% |
|
|
655,263 |
|
|
|
|
|
|
|
* |
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Jonathan Fleming is a director of Leerink Swann Holdings, LLC, which owns all of the member
interests of Leerink Swann LLC. He is also the general partner of OBP Management IV L.P., the
general partner of Oxford Bioscience Partners IV L.P. and mRNA Fund II L.P. Oxford Bioscience
Partners IV L.P. and mRNA Fund II L.P. were stockholders of Solexa, Inc. until Solexa, Inc.
was acquired by Illumina, Inc. in January 2007. |
|
(2) |
|
The selling stockholder has identified itself as a broker-dealer that is registered under the
Securities Act of 1934, as amended. |
|
(3) |
|
The selling stockholder has represented to us that, at the time it acquired the relevant
securities, it did not have any agreements or understandings, directly or indirectly, with any
person to distribute the securities. |
S-2