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ADVANCED VIRAL RESEARCH CORP
Filing Type: POS AM
Description: Post-Effective Amendment
Filing Date: Sep 25, 2000
Period End: N/A
Primary Exchange: Over the Counter Includes OTC and OTCBB
Ticker: ADVR
5
RECENT DEVELOPMENTS
On September 18, 2000, we signed a private equity line of credit
agreement with Spinneret Financial Systems, Inc. for the future issuance and
purchase of shares of our common stock. The private equity line of credit
agreement establishes what is sometimes termed an equity line of credit or an
equity drawdown facility. Spinneret has committed up to $20 million to purchase
shares of our common stock. Beginning on the date that a registration statement
covering the resale of the shares issuable pursuant to the equity line of credit
is declared effective by the Commission, and continuing for thirty (30) months
thereafter, we may, from time to time, in our sole discretion, sell or "put"
shares of our common stock to Spinneret at a price equal to the market price of
the common stock. Spinneret's obligation to purchase the shares of our common
stock is subject to the satisfaction of the conditions included on page 31 of
this prospectus. Once every fifteen (15) trading days, we may request an advance
the maximum amount of which is dependent among other things, on the trading
volume of our common stock. The number of shares that we will issue to Spinneret
in return for the advance will be determined by dividing the amount of the
advance by the average of the three lowest reported closing bid prices of our
common stock over a 25 trading day period ending on the advance notice date, as
set forth in private equity line of credit agreement.
We will receive the amount of the advance less any escrow agent fees
and a five percent (5%) cash placement fee payable to the placement agent, May
Davis Group, Inc., which introduced Spinneret to us. May Davis is not obligated
to purchase any of our shares, but as an additional placement fee, we have
issued to May Davis a Class A Warrant to purchase 5,000,000 shares of our common
stock at an exercise price per share equal to $1.00, exercisable in part or in
whole at any time by May Davis at its discretion until September 18, 2005, and a
Class B Warrant to purchase 5,000,000 shares of our common stock at an exercise
price equal to the greater of $1.00 or 110% of the bid price of the common stock
on the applicable advance date, exercisable pro rata on the basis of the number
of shares of common stock issuable on each advance date for a period of sixty
months from the date of issuance. We may redeem the warrants at a redemption
price of $.01 per share provided that the bid price for our common stock equals
at least $4.00 per share for a period of ten (10) consecutive trading days, as
described therein. May Davis is also entitled to certain "piggyback"
registration rights with respect to the shares of common stock issuable upon
exercise of the warrants pursuant to a registration rights agreement.
In addition, pursuant to the equity line of credit agreement, each
officer, director and affiliate of Advanced Viral has agreed that he, she or it
will not, directly or indirectly, without the prior written consent of
Spinneret, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of (whether pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended, or otherwise) any shares of our common
stock, including options, rights, warrants or other securities underlying,
convertible into, exchangeable or exercisable for or evidencing any right to
purchase or subscribe for any shares of our common stock (whether or not
beneficially owned by the undersigned), or any beneficial interest therein for a
period of ten (10) trading days following the receipt of an advance notice by
Advanced Viral pursuant to the agreement. |
