EXHIBIT 4.20
STOCK SUBSCRIPTION AGREEMENT
ADVENTRX Pharmaceuticals, Inc.
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This letter represents an agreement (this "AGREEMENT") between the undersigned
(the "INVESTOR") and ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), related to the Investor's offer to purchase shares of the Company's
Common Stock, par value $0.001 per share ("COMMON STOCK").
1. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby
irrevocably subscribes for and agrees to purchase shares of Common Stock (the
"SUBSCRIPTION") as follows:
Investor's name: [SEE ATTACHED SCHEDULE]
(Exact name as it should appear on the stock certificate.)
Price per share of Common Stock (the "PURCHASE PRICE"): One Dollar ($1.00)
Number of shares of Common Stock: [SEE ATTACHED SCHEDULE]
Total Purchase Price: [SEE ATTACHED SCHEDULE]
In consideration of the issuance of the number of shares of Common Stock listed
above (the "SHARES"), the Investor tenders herewith a wire transfer to the
account of the Company transmitted pursuant to the wire instructions attached
hereto as Exhibit A in the aggregate amount of the Total Purchase Price listed
above.
2. ACCEPTANCE OF SUBSCRIPTION. The Investor understands and agrees that this
Subscription is made subject to the unconditional right of the Company to reject
this Subscription, in whole or in part, in its sole and absolute discretion.
This Agreement shall become effective upon acceptance by the Company (the
"ACCEPTANCE Date"). Any interest earned on funds sent to the Company pursuant to
Section 1 hereof will be for the account of the Company if the Subscription is
accepted. This Subscription is made subject to the terms and conditions set
forth below.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
(A) EXEMPT TRANSACTION; UNREGISTERED SHARES. The Investor understands that
the Shares are being offered and sold under one or more exemptions from
registration provided for under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and that the Company's reliance upon such exemptions is
predicated, in part, upon the Investor's representations and warranties set
forth in this Agreement. The Investor acknowledges that it is purchasing the
Shares without being offered or furnished any offering literature or prospectus.
The Investor understands that neither the United States Securities and Exchange
Commission, nor any governmental agency charged with the administration of the
securities laws of any state nor any other governmental agency has passed upon
or reviewed the merits or qualifications of, or recommended or approved the
offer and sale of the Shares pursuant to the terms of this Agreement.
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(B) INVESTMENT INTENT; ACCREDITATION; AUTHORITY. The Investor is acquiring
the Shares for investment for the Investor's own account, not as nominee or
agent, for investment and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act. The Investor is an "accredited investor" within the meaning of the
Securities Act. The Investor has the full right, power, authority and capacity
to enter into and perform this Agreement, the terms of this Agreement constitute
valid and binding obligations of the Investor enforceable in accordance with
their terms, except as the same may be limited by equitable principles and by
bankruptcy, insolvency, moratorium, and other laws of general application
affecting the enforcement of creditors' rights.
(C) KNOWLEDGE AND EXPERIENCE. The Investor (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the Investor's prospective investment in the Shares; (ii)
has the ability to bear the economic risks of the Investor's prospective
investment; (iii) has been furnished with and has had access to such information
as the Investor has considered necessary to make a determination as to the
purchase of the Shares together with such additional information as is necessary
to verify the accuracy of the information supplied; and (iv) has had all
questions which have been asked by Investor satisfactorily answered by the
Company.
(D) RESTRICTED SECURITIES. The Investor understands that the Shares are
"restricted securities" as such term is defined in Rule 144 of Regulation D
promulgated under the Securities Act ("RULE 144") and must be held indefinitely
unless they are subsequently registered under applicable state and federal
Securities laws or an exemption from such registration is available. The
Investor understands that he, she or it may resell the Shares pursuant to Rule
144 only after the satisfaction of certain requirements, including the
requirement that the Shares be held for at least one year prior to resale.
(E) NO OBLIGATION TO REGISTER SHARES. The Investor further acknowledges
and understands that, except as provided in Section 7 of this Agreement, the
Company is under no obligation to register the Shares. The Investor understands
that the certificate evidencing the Shares will be imprinted with a legend which
prohibits the transfer of the Shares unless they are registered or such
registration is not required in the opinion of counsel for the Company.
(F) INVESTOR QUESTIONNAIRE. The Investor agrees to complete, execute and
deliver to the Company with this executed Agreement a copy of the Investor
Suitability Questionnaire attached hereto as Exhibit B, the terms of which are
incorporated herein.
(G) FOREIGN INVESTOR REPRESENTATION. If the Investor is not a "U.S.
person" (as such term is defined in Rule 902(k) of Regulation S promulgated
under the Securities Act), such Investor hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Shares or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of
the Shares, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv)
the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Shares. Such Investor's
subscription and payment for, and its continued beneficial ownership of the
Shares, will not violate any applicable securities or other laws of its
jurisdiction.
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(H) DOMICILE. The Investor is a bona fide resident and domiciliary (not a
temporary or transient resident) of the state indicated on Exhibit B hereto and
he, she or it has no present intention of becoming a resident of any other state
or jurisdiction.
(I) NO NEED FOR LIQUIDITY. The Investor's aggregate holding of securities
that are "restricted securities" or otherwise not readily marketable is not
excessive in view of the Investor's net worth and financial circumstances and
the purchase of the Shares will not cause such commitment to become excessive.
(J) INDEPENDENT ADVICE. The Investor understands that the Company urges
the Investor to seek independent advice from professional advisors relating to
the suitability for the Investor of an investment in the Company in view of the
Investor's overall financial needs and with respect to legal and tax
implications of such an investment.
4. RELIANCE. The Investor understands that the Company may rely on the foregoing
representations and warranties in determining whether to accept this
Subscription. If for any reason any representations and warranties are no longer
true and accurate prior to the Acceptance Date, the Investor will give the
Company prompt written notice of the inaccuracy. By signing below, the Investor
represents that the Investor has read and confirmed the truth and accuracy of
each of the foregoing representations and warranties.
5. INDEMNIFICATION. The Investor agrees to indemnify and hold harmless the
Company and each of its directors, officers, agents and affiliates from and
against any and all loss, damage or liability due to or arising out of a breach
of any representation, warranty or covenant of the undersigned contained in this
Agreement.
6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
(A) LEGEND. The stock certificate representing the Shares shall bear the
following legend or similar legend (as well as any legends required by
applicable state and federal corporate and securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
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(B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed on a
certificate pursuant to this Section 6 and the stop transfer instructions with
respect to such legended Shares shall be removed, and the Company shall issue a
certificate without such legend to the holder of such Shares if such Shares are
registered under the Securities Act, and a prospectus meeting the requirements
of Section 10 of the Securities Act is available or if such holder satisfies the
requirements of Rule 144(k) or if such holder provides the Company with an
opinion of counsel for such holder of the Securities, reasonably satisfactory to
the Company, to the effect that a sale, transfer or assignment of such Shares
may be made without registration.
7. REGISTRATION RIGHTS.
(A) PIGGY-BACK RIGHTS. If (but without any obligation to do so) the
Company proposes to register any of shares of Common Stock in connection with
any offering of shares of Common Stock solely for cash pursuant to a
registration statement under the Securities Act, other than a registration
solely in connection with a transaction under Rule 145 promulgated under the
Securities Act (a "PUBLIC OFFERING"), the Company shall promptly give the
Investor written notice of such registration, at least 10 business days prior to
the filing of any registration statement under the Securities Act. Upon the
written request of the Investor given within 5 business days after delivery of
such written notice by the Company, the Company shall, subject to the provisions
of Section 7(b) below, use its best efforts to cause to be registered under the
Securities Act all of the Shares that the Investor has requested to be
registered.
(B) UNDERWRITING. If the registration statement under which the Company
gives notice under this Section 7 is for an underwritten Public Offering, the
Company shall so advise the Investor. The right of the Investor to registration
pursuant to Section 7(a) above shall be conditioned upon the Investor's
participation in such underwriting and the inclusion of the Shares in the
underwriting to the extent provided herein. The Investor shall (together with
the Company and any other holders of Company securities distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for underwriting by
the Company. Notwithstanding any other provision of this Section 7, if the
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the underwriter may exclude some or all of the
Shares from such registration and underwriting.
(C) FURNISH INFORMATION. It shall be a condition to the Company's
obligations to take any action under this Section 7 that the Investor shall
furnish to the Company such information regarding itself, the Shares, and the
intended method of disposition of such securities as shall be required to effect
the registration of their Shares. In that connection, each selling Investor
shall be required to represent to the Company that all such information which is
given is both complete and accurate in all material respects when made.
(D) DELAY OF REGISTRATION. The Investor shall have no right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 7.
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(E) TERMINATION OF REGISTRATION RIGHTS. The Company shall have no
obligation to register the Shares pursuant to this Section 7 with respect to any
request or requests made by any Investor on or after that date which is one year
after the Acceptance Date.
8. PRICE PROTECTION. If at any time after the Acceptance Date and before the
date that is one year after the Acceptance Date, the Company issues or sells any
shares of its Common Stock (other than Excluded Shares (as that term is defined
below)) for a consideration per share (the "DILUTIVE PRICE") less than the
Purchase Price, then the Company will issue to the Investor a number of shares,
if positive, of Common Stock determined by the following formula:
X = (A / B) - (C + D)
Where: X = the number of shares of Common Stock to be issued to
the Investor, rounded to the nearest whole number;
A = the Total Purchase Price;
B = the Dilutive Price;
C = the number of Shares held by the Investor; and
D = the aggregate number of shares of
Common Stock issued to the Investor
pursuant to this Section 8 prior to the
date of such determination.
Notwithstanding the foregoing, in no event will the Company be obligated to
issue to the Investor in the aggregate a number of shares of Common Stock
pursuant to this Section 8 in excess of the number determined by the
following formula:
X = (A / B) - C
Where: X = the maximum aggregate number of shares of Common
Stock issuable to the Investor pursuant to Section 8,
rounded to the nearest whole number;
A = the Total Purchase Price;
B = Fifty Cents ($0.50); and
C = the number of Shares initially
purchased by the Investor pursuant to
the terms of this Agreement.
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For purposes of this Agreement, the term "EXCLUDED SHARES" means: (i)
shares of Common Stock issuable or issued after the Acceptance Date to
officers, employees, consultants or directors of the Company directly or
pursuant to a stock purchase, stock option, restricted stock or other
written compensation plan or agreement approved by the Board of Directors
of the Company (the "BOARD"); (ii) shares of Common Stock issued or
issuable after the Acceptance Date, primarily for non-equity financing
purposes and as approved by the Board, to financial institutions or lessors
in connection with commercial credit arrangements, equipment financings or
similar transactions or to vendors of goods or services or customers; (iii)
shares of Common Stock issuable upon (a) exercise of outstanding warrants,
options, notes or other rights to acquire securities of the Company, (b)
conversion of outstanding shares of the Company's Preferred Stock, par
value $0.01 per share or (c) exchange of outstanding promissory notes
issued by the Company; (iv) capital stock or warrants or options to
purchase capital stock issued in connection with bona fide acquisitions,
mergers or similar transactions, the terms of which are approved by the
Board; or (v) shares of Common Stock issued or issuable by way of dividend
or other distribution on Excluded Shares.
9. MISCELLANEOUS.
(A) GOVERNING LAW. This Agreement, all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the state of
California, without giving effect to principles of choice of law.
(B) JURISDICTION AND VENUE. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
shall be brought or otherwise commenced in any state or federal court located in
the county of San Diego, California. Each party to this Agreement: (i) expressly
and irrevocably consents and submits to the jurisdiction of each state and
federal court located in the county of San Diego, California and each appellate
court located in the state of California, in connection with any such legal
proceeding; (ii) agrees that each state and federal court located in the county
of San Diego, California shall be deemed to be a convenient forum; and (iii)
agrees not to assert, by way of motion, as a defense or otherwise, in any such
legal proceeding commenced in any state or federal court located in the county
of San Diego, California any claim that such party is not subject personally to
the jurisdiction of such court, that such legal proceeding has been brought in
an inconvenient forum, that the venue of such proceeding is improper or that
this Agreement or the subject matter of this Agreement may not be enforced in or
by such court.
(C) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement
shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.
(D) NOTICES. All notices and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person or facsimile transmission (received at the
facsimile machine to which it is transmitted prior to 5:00 p.m., local time, on
a business day in the state of California, for the party to which it is sent),
by courier or express delivery service or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section):
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if to the Company: ADVENTRX Pharmaceuticals, Inc.
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Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to (not to constitute notice): ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
if to the Investor: To the address set forth in
Exhibit B hereto.
(E) MODIFICATIONS AND AMENDMENTS. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by the
parties hereto.
(F) WAIVERS AND CONSENTS. The terms and provisions of this Agreement may
be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.
(G) ASSIGNMENT. This Agreement may not be transferred or assigned without
the prior written consent of the Company and any such transfer or assignment
shall be made only in accordance with applicable laws and any such consent.
(H) SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unenforceable in any respect, then such provision shall be
deemed limited to the extent that such court deems it enforceable, and as so
limited shall remain in full force and effect. In the event that such court
shall deem any such provision, or portion thereof, wholly unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
(I) INTERPRETATION. The parties hereto acknowledge and agree that: (i)
each party and such party's counsel has reviewed the terms and provisions of
this Agreement; (ii) the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the
interpretation of this Agreement; and (iii) the terms and provisions of this
Agreement shall be construed fairly as to the parties hereto and not in favor of
or against any party, regardless of which party was generally responsible for
the preparation of this Agreement. Whenever used herein, the singular number
shall include the plural, the plural shall include the singular, the use of any
gender shall include all persons.
(J) HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify, or affect the meaning or construction of any of the terms or
provisions hereof.
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(K) NO WAIVER OF RIGHTS, POWERS AND REMEDIES. No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement, and
no course of dealing between the parties hereto, shall operate as a waiver of
any such right, power or remedy of the party. No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.
(L) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by the parties hereto in this Agreement, shall survive (i) the
execution and delivery hereof, (ii) any investigations made by or on behalf of
the parties and (iii) the closing of the transaction contemplated hereby.
(M) EXPENSES. Each of the parties hereto shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions
contemplated hereby whether or not the transactions contemplated hereby are
consummated.
(N) FACSIMILE DELIVERY. Any signature page delivered by electronic
facsimile shall be binding to the same extent as an original signature page,
with regard to any agreement subject to the terms hereof or any amendment
thereto. Any party who delivers such a signature page agrees to later deliver an
original counterpart to the other party upon request.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___
day of ______________, 2003.
INVESTOR:
By: [SEE ATTACHED SCHEDULE]
(signature)
Name:_______________________________________
(please print)
Title:______________________________________
(if applicable)
ADVENTRX Pharmaceuticals, Inc. hereby accepts the foregoing Subscription subject
to the terms and conditions hereof as of _________ __, 2003
ADVENTRX PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer
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EXHIBIT A
WIRE INSTRUCTIONS
The following information is provided to assist you in routing wire transfers TO
the account of ADVENTRX Pharmaceuticals, Inc. at Silicon Valley Bank in the most
expeditious manner.
For all incoming FOREIGN CURRENCY wires, please contact Silicon Valley Bank's
INTERNATIONAL DEPARTMENT AT (▇▇▇) ▇▇▇-▇▇▇▇ for settlement instructions.
DOMESTIC WIRE TRANSFER:
Instruct the paying financial institution or the payor to route all domestic
wire transfers via FEDWIRE to the following ABA number:
TO: SIL VLY BK SJ
ROUTING & TRANSIT #: ▇▇▇▇▇▇▇▇▇
FOR CREDIT OF: ADVENTRX Pharmaceuticals, Inc.
CREDIT ACCOUNT #: 3300340922
BY ORDER OF: [NAME OF SENDER]
INTERNATIONAL WIRE TRANSFER:
Instruct the paying financial institution to advise their U.S. correspondent to
pay as follows:
PAY TO: FC - SILICON VALLEY BANK
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
ROUTING & TRANSIT #: \\FW▇▇▇▇▇▇▇▇▇
SWIFT CODE: ▇▇▇▇▇▇▇▇
FOR CREDIT OF: ADVENTRX Pharmaceuticals, Inc.
FINAL CREDIT ACCOUNT #: FNC - 3300340922
BY ORDER OF: [NAME OF SENDER]
IMPORTANT!!!!
Wire instructions MUST designate the FULL TEN DIGIT ACCOUNT NUMBER listed above.
Wires received by Silicon Valley Bank with INCOMPLETE or INVALID ACCOUNT NUMBERS
may be delayed and could possibly require return to the sending bank due to new
regulations.
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EXHIBIT B
INVESTOR SUITABILITY QUESTIONNAIRE
ADVENTRX PHARMACEUTICALS, INC. (THE "COMPANY")
(All information will be treated confidentially)
I. INDIVIDUAL INVESTORS ONLY
A. PERSONAL INFORMATION
Name: _________________________________________________________________
(Exact name as it should appear on stock certificate.)
Residence Address: ____________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Home Telephone Number: ________________________________________________
Fax Telephone Number: _________________________________________________
Email Address: ________________________________________________________
Social Security Number: _______________________________________________
B. DELIVERY INFORMATION (Applicable only if different than residence.)
Name of Institution or Destination: ___________________________________
Contact Name: _________________________________________________________
Delivery Address: _____________________________________________________
Account Reference (if applicable): ____________________________________
Contact Telephone Number: _____________________________________________
Contact Fax Telephone Number: _________________________________________
Contact Email Address: ________________________________________________
B-1
C. EMPLOYMENT INFORMATION
Occupation: ___________________________________________________________
Number of Years: ______________________________________________________
Present Employer: _____________________________________________________
Position/Title: _______________________________________________________
Business Address: _____________________________________________________
Business Telephone: ___________________________________________________
D. RESIDENT INFORMATION
Set forth in the space provided below the state(s)/country(ies) in
which you have maintained your principal residence during the past
three years and the date during which you resided in each
state/country.
Are you registered to vote in, or do you have a driver's license issued
by, or do you maintain a residence in any other state? If yes, in which
state(s)?
Yes _____ No _____
E. INCOME
Do you reasonably expect either your own income from all sources during
the current year to exceed $200,000 or the joint income of you and your
spouse (if married) from all sources during the current year to exceed
$300,000?
Yes _____ No _____
If not, please specify the amount:
What percentage of your income as shown above is anticipated to be
derived form sources other than salary?
B-2
Was either your yearly income from all sources during each of the last
two years in excess of $200,000 or was the joint income of you and your
spouse (if married) from all sources during each of such years in
excess of $300,000?
Yes _____ No _____
If no, please specify the amount for:
Last Year: ___________________________________________________
Year Before Last: ____________________________________________
F. NET WORTH
Will your net worth* as of the date you purchase securities of the
Company, together with the net worth of your spouse, be in excess of
$1,000,000?
Yes _____ No _____
If not, please specify amount:
* As used in this questionnaire the term "net worth" means the amount
by which total assets exceed total liabilities. In computing net worth
for purposes of this Item 5, you should value your principal residence
at cost, including cost of improvements, or at that value recently
appraised by an institutional lender making a secured loan or otherwise
by a certified appraiser, net of encumbrances.
G. EDUCATION
Please describe your educational background and degrees obtained, if
any.
_______________________________________________________________________
_______________________________________________________________________
H. AFFILIATION
If you have any pre-existing personal or business relationship with the
Company or any of its officers, directors or controlling persons,
please describe the nature and duration of such relationship.
_______________________________________________________________________
_______________________________________________________________________
B-3
I. BUSINESS AND FINANCIAL EXPERIENCE
Please describe in reasonable detail the nature and extent of your
business, financial and investment experience which you believe give
you the capacity to evaluate the merits and risks of the proposed
investment and the capacity to protect your interests.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Are you purchasing the securities offered for your own account and for
investment purposes only?
Yes _____ No _____
If no, please state for whom you are investing and/or the
reason for investing.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
B-4
II. ENTITY INVESTORS ONLY
A. ENTITY NAME AND CONTACT INFORMATION
Name: _________________________________________________________________
(Exact name as it should appear on stock certificate.)
Name of Institution or Destination: ___________________________________
(Include if different from stock certificate.)
Address: ______________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Account Reference (if applicable): ____________________________________
Tax Identification Number (if applicable): ____________________________
Contact Name: _________________________________________________________
Contact Telephone Number: _____________________________________________
Contact Fax Number: ___________________________________________________
Contact Email Address: ________________________________________________
B. GENERAL INFORMATION
Under the laws of what jurisdiction was the Investor formed? __________
Was the Investor formed for the purpose of investing in the securities
being offered?
Yes _____ No _____
Set forth in the space provided below the (i) state(s), if any, in the
United States in which you maintained your principal office during the
past two years and the dates during which you maintained your office in
each state, (ii) the state(s), if any, in which you are incorporated or
otherwise organized, and (iii) the state(s), if any, in which you still
pay income taxes:
_______________________________________________________________________
_______________________________________________________________________
B-5
C. ACCREDITED INVESTOR INFORMATION
Is the Investor a national bank or a banking institution organized
under the laws of any state or any territory of the United States or
the District of Columbia?
Yes _____ No _____
Is the Investor a savings and loan association, building and loan
association, cooperative bank, homestead association, or similar
institution, which is supervised and examined by any state or federal
authority having supervision over such institution?
Yes _____ No _____
Is the Investor a broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934?
Yes _____ No _____
Is the Investor a company (i) whose primary and predominant business is
underwriting insurance and subject to the supervision by a regulatory
agency under the laws of any state or territory, or (ii) registered as
an investment company under the Investment Company Act of 1940, or
(iii) a Small Business Investment Company licensed by the U.S. Small
Business Administration?
Yes _____ No _____
Is the Investor a "business development company" within the meaning of
the Investment Company Act of 1940 or the Investment Advisers Act of
1940?
Yes _____ No _____
Is the Investor an employee benefit plan under the Employee Retirement
Income Security Act of 1974 (a "PLAN") with assets in excess of
$5,000,000?
Yes _____ No _____
If the Investor is such a Plan, but if the Plan's total assets
do not exceed $5,000,000, are investment decisions for the
Plan made by a bank, savings and loan association, insurance
company or registered investment adviser acting as fiduciary?
(If yes, please specify the name of the fiduciary.)
Yes _____ No _____
Name of Fiduciary:____________________________________________
If the Investor is a self-directed Plan, but if the Plan's
total assets do not exceed $5,000,000, are investment
decisions made solely by persons or entities that can answer
yes to one or more of the questions under paragraphs (b) - (e)
of Item 1, or (c) - (k) under this Item 2? (If yes, please
specify the applicable Item and Paragraph.)
B-6
Yes _____ No _____
Item and Paragraph: ___________
Is the Investor (A)(i) a tax exempt organization which is qualified
under Section 501(c)(3) of the Internal Revenue Code of 1986 as
amended, or (ii) a corporation, or (iii) a Massachusetts or similar
business trust, or (iv) a partnership, not formed for the specific
purpose of acquiring the securities offered, and (B) which has assets
in excess of $5,000,000?
Yes _____ No _____
Is the Investor a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered,
whose purchase is directed by a person who has such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective investment?
Yes _____ No _____
If yes, please attach a memorandum describing such person's
educational background, professional memberships or licenses,
current employment, principal business and professional
activities during the last five years, and experience as an
investor in securities. Include any additional information
evidencing that such person has sufficient knowledge and
experience in financial matters that such person would be
capable of evaluating the merits and risks of investing in the
securities being offered.
Is the Investor an entity in which all of the equity owners are persons
who are either (i) entities described in paragraphs (c) through (j)
above; (ii) persons whose net worth, or joint net worth with their
spouses, exceeds $1,000,000; (iii) persons whose income without regard
to that of their spouses exceeded $200,000, or whose joint income with
their spouses exceeded $300,000, in each of the last two years and who
reasonably expect such person income to exceed $200,000 or such joint
income to exceed $300,000 this year; or (iv) persons who are brokers or
dealers registered pursuant to Section 15 of the Securities Exchange
Act of 1934?
Yes _____ No _____
If an equity owner is an entity described in paragraphs (h) or
(j) under this Item 3, please provide the information required
by such paragraph.
B-7
The above information has been requested by the Company and will be used
solely to confirm that the Company is complying with certain securities
regulations. In furnishing the above information, the undersigned acknowledges
that the Company will be relying thereon in assessing the requirements of the
Securities Act of 1933, as amended, and other applicable securities laws.
The information contained in this questionnaire is true and complete, and
the undersigned understands that the Company and its counsel will rely on such
information for the purpose of complying with all applicable securities laws, as
discussed above. The undersigned agrees to notify the Company promptly of any
change in the foregoing information which may occur prior to any purchase by the
undersigned of stock from the Company.
Date: ____________________
INDIVIDUAL INVESTOR: ENTITY INVESTOR:
By: [SEE ATTACHED SCHEDULE] By: [SEE ATTACHED SCHEDULE]
(signature) (signature)
Name: __________________ Name: ________________________
(please print) (please print)
Title: ________________________
(please print)
B-8
SCHEDULE OF INVESTORS
ADVENTRX Pharmaceuticals, Inc. entered into this form of Stock
Subscription Agreement with each of the persons listed below on the dates set
forth below for the purchase of the number of shares of Common Stock listed
opposite such person's name below.
INVESTOR DATE SHARES
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Restarted 7/14/2003 50,000
Family Trust, Dated January 24, 1994 as Amended and restarted
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 7/15/2003 2,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 7/15/2003 500
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ 8/6/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇ 8/6/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 8/7/2003 3,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ Partners Savings Plan FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8/8/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 8/8/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8/8/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 8/9/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8/10/2003 50,000
--------------------------------------------------------------------------------------------------------------------
Clariden Investments Ltd. 9/12/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 9/26/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ 8/11/2003 9,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ Securities Inc in Trust for Bridge Finance Ltd. 8/11/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8/11/2003 20,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 8/12/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ & Co Bank AG 8/12/2003 150,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 8/13/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D. APC Employees Retirement Trust Y/A DTD 4/2/91 8/14/2003 10,000
--------------------------------------------------------------------------------------------------------------------
BSI-New Biomedical Frontier (Sicav) 8/14/2003 500,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ 8/15/2003 2,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 8/16/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 8/18/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8/19/2003 10,000
--------------------------------------------------------------------------------------------------------------------
Ball Family Trust (▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇, Trustees) 8/19/2003 100,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8/19/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8/20/2003 15,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇ 8/22/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, MD, Inc. 8/22/2003 125,000
Combination Retirement Trust U/T/A 11/30/82
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8/22/2003 20,000
--------------------------------------------------------------------------------------------------------------------
SDS Merchant Fund, L.P. 8/25/2003 250,000
--------------------------------------------------------------------------------------------------------------------
B-9
INVESTOR DATE SHARES
--------------------------------------------------------------------------------------------------------------------
Bullbear Capital Partners, LLC 8/25/2003 125,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 8/26/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8/28/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 8/28/2003 15,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Close 8/29/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 9/2/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇-▇▇▇ Family Revocable Trust, Dated 8/10/2000 9/3/2003 20,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, MD 9/3/2003 50,000
--------------------------------------------------------------------------------------------------------------------
Marital Trust GST Subject U/T/W of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DTD 10/29/02, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 9/4/2003 25,000
▇▇▇▇ ▇▇▇▇▇▇▇, Trustees
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ 9/5/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 9/5/2003 10,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ 9/6/2003 500
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Family Trust/▇▇▇▇ ▇▇▇▇▇▇ Trustee 9/7/2003 25,000
--------------------------------------------------------------------------------------------------------------------
Chicago Private Investments, Inc. 9/7/2003 50,000
--------------------------------------------------------------------------------------------------------------------
Kanter Family Foundation 9/12/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 9/15/2003 15,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ 9/15/2003 75,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Revocable Trust -96 9/15/2003 100,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ 9/16/2003 50,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 9/17/2003 50,000
--------------------------------------------------------------------------------------------------------------------
HSB Capital 9/18/2003 25,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 9/19/2003 25,000
--------------------------------------------------------------------------------------------------------------------
Hans Gaverstroem 9/19/2003 20,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 10/3/2003 50,000
--------------------------------------------------------------------------------------------------------------------
Global eMedicine, Inc., MPPP 10/5/2003 50,000
--------------------------------------------------------------------------------------------------------------------
Anasazi Partners II, LLC 10/13/2003 100,000
--------------------------------------------------------------------------------------------------------------------
Anasazi Partners III LLC 10/21/2003 250,000
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 11/13/2003 250,000
--------------------------------------------------------------------------------------------------------------------
B-10