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Atlantic Technology Ventures, Inc. is engaged in the business of developing and commercializing early stage technologies. The Company has been focused on biomedical and pharmaceutical technologies, and is developing two such technologies that may be useful in treating a variety of diseases, including cancer, infectious disease, pain and inflammation. The Company is also entitled to royalties and other revenues in connection with commercialization of technology relating to cataract surgery. Atlantic Technology has also expanded its focus, and seeks to develop and commercialize a diverse portfolio of patented technologies. The Company's acquisition of an ownership interest in a company that is developing high-speed fiber-optic communication technologies represents its first investment in an electronic infrastructure technology.
SELLING SHAREHOLDERS
On December 3, 2001, we issued in a private placement to certain
investors, 8,333,318 shares of our common stock and issued to the investors
warrants to acquire a further 8,333,318 shares of our common stock. We also
issued to the placement agent in the private placement, Joseph Stevens &
Company, Inc., warrants to acquire 833,331 shares of our common stock. (These
transactions are described in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 6, 2001.)
On August 1, 2001, we agreed to issue 35,000 shares of our common stock to
each of BH Capital Investments, L.P. and Excalibur Limited Partnership in return
for their commitment to provide us with $3.5 million of financing in connection
with an asset purchase for which we had submitted a bid. We subsequently issued
those shares but ultimately did not purchase those assets. In issuing these
shares, we relied on the exemption from registration provided by Regulation D of
the Securities Act.
The table below sets forth information as of January 29, 2002, regarding
the beneficial ownership of shares of common stock by the selling shareholders.
The information regarding the selling shareholders' beneficial ownership after
this offering assumes that all the shares of common stock offered by this
prospectus are sold. The presentation is based on the 16,004,599 shares of our
common stock that were outstanding on January 29, 2002.
Number of
shares
included in
Number of Number of this offering
shares outstanding that are Number of Percedntage of
beneficially shares issuable upon shares owned the shares
owned prior to included in exercise of subsequent to owned after
Selling Shareholder this offering this offering warrant this offering this offering
------------------- ------------- ------------- ------------- ------------- -------------
Lindsay A. Rosenwald 4,665,904(1) 2,083,333 2,083,333 499,238 3.1%
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(1) Includes 154,350 shares of common stock issuable upon conversion of 47,202
shares of Series A preferred stock convertible within 60 days of January
29, 2002. Also includes 190 shares of common stock held by June Street
Corporation and 190 shares of common stock held by Huntington Street
Corporation. Dr. Rosenwald is the sole proprietor of both June Street
Corporation and Huntington Street Corporation.
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