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Biotech / Medical : CVTX - CV Therapeutics, Inc.

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From: mopgcw11/9/2004 6:48:19 AM
   of 411
 
CV place 1.1 million shares w/ acqua well @ $17/share

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We are offering an aggregate of 1,169,893 shares of our common stock to Acqua Wellington North American Equities Fund, Ltd. pursuant to our common stock purchase agreement with Acqua Wellington, at an average price of $17.096 per share, pursuant to this prospectus supplement. The total purchase price for all of these shares is $20,000,000. We will receive net proceeds from the sale of these shares of approximately $19,950,000 after deducting our estimated offering expenses of approximately $50,000, including the placement agent fee of $40,000 paid to Reedland Capital Partners, an institutional division of Financial West Group, Member NASD/SIPC, in connection with this offering. As permitted by our purchase agreement with Acqua Wellington, for this offering we agreed with Acqua Wellington to shorten the draw down pricing period for this draw down and increase the call option amount limit for any trading day during the pricing period.



Acqua Wellington is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. Acqua Wellington has informed us that it intends to use Carlin Equities Corp. as the broker-dealer for sales of any shares of common stock on the Nasdaq National Market. Carlin Equities Corp. is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.



Our common stock is quoted on the Nasdaq National Market under the symbol “CVTX.” The offering price of these shares was established with reference to the volume weighted average prices of our common stock on the Nasdaq National Market for the period beginning November 1, 2004 and ending November 5, 2004, less a discount of 4.8% per share.



We intend to use the net proceeds from the sale of the common stock offered by this prospectus supplement for general corporate purposes, which may include funding research, development and product manufacturing, development of clinical trials, preparation and filing of new drug applications, product commercialization, increasing our working capital, reducing indebtedness, acquisitions or investments in businesses, products or technologies that are complementary to our own, and capital expenditures.



We expect to issue the shares to Acqua Wellington on or about November 9, 2004. On November 5, 2004, the last reported sale price of our common stock on the Nasdaq National Market was $18.25 per share. As of November 5, 2004, we had 32,448,002 shares of common stock outstanding.

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