ROY, ARE NOT SOME OF THESE OFFSHORE ENTITIES INVOLVED IN THAT STOCK STARBASE THAT YOU HAVE BEEN TOUTIN? Message 17897381
ADVR Files Stock Manipulation Suit in Florida
Complaint Claims Defendants Engaged in Activities to Intentionally Depress
Share Price
YONKERS, N.Y., Dec. 17 /PRNewswire-FirstCall/ -- Advanced Viral Research Corp. (OTC Bulletin Board: ADVR) today announced that it has filed suit in the Circuit Court of the 11th Judicial Circuit of Florida charging that certain investors "misrepresented their intentions in investing in the Company" and "engaged in a series of manipulative activities to depress the price of Advanced Viral stock." The Company alleges that the defendants sought to "guarantee they would be issued significantly more shares of ADVR common stock" as a result of warrant repricing provisions of a September 2002 financing agreement. The Company is seeking a judgement for damages, interest and costs.
The complaint names SDS Merchant Fund, L.P., a Delaware limited partnership; Alpha Capital, A.G., located in Vaduz, Lichtenstein; Knight Securities, L.P., a limited partnership conducting securities business in Florida; Stonestreet Limited Partnership located in Canada; and Bristol Investment Fund, LTD., whose principal place of business is in Grand Cayman, Cayman Islands, among others. The complaint claims that the "defendants have each, at times acting individually, and at times acting in concert with at least one or more of each other," engaged in practices that violate sections of the Florida Securities and Investor Protection Act.
"It is our contention that the defendants precipitated the drop in market price through their manipulative activities, in an effort to take advantage of the warrant repricing provisions of the financing agreement," said Eli Wilner, Chairman of the Board of Advanced Viral Research Corp. "Following the execution of this financing agreement, our share price declined from $0.18 to $0.06 per share. We are asking the Court to force the defendants to disgorge the ill-gotten profits derived from their misconduct, including significant short selling and dumping. We will aggressively pursue all legal remedies on behalf of the Company and its shareholders."
Also named as a plaintiff in the case is William B. Bregman, a resident of Miami-Dade County, Florida, and one of the largest shareholders of Advanced Viral. The complaint contends that Mr. Bregman suffered losses of approximately $3.9 million as a result of the stock manipulation scheme.
The suit is related to an agreement, announced September 9, 2002, pursuant to which the Company issued and sold to certain investors 21,500,000 shares of its common stock, par value $.00001 per share for total gross proceeds of $3,010,000, or $.14 per share. The Company also issued warrants to purchase an aggregate of 16,125,002 shares of the Company's common stock, which were covered by provisions that allowed for an adjustment of the warrant exercise price. The complaint charges the defendants with manipulating the share price to take favorable advantage of these provisions.
Advanced Viral Research Corp., based in Yonkers, New York, is a biopharmaceutical firm dedicated to improving patients' lives by researching, developing and bringing to market new and effective therapies for viral and other diseases.
For further information regarding Advanced Viral Research Corp., please visit our website at adviral.com.
Note: This news release contains forward-looking statements that involve risks associated with clinical development, regulatory approvals, including application to the FDA, product commercialization and other risks described from time to time in the SEC reports filed by the Company. Product R is not approved by the U.S. Food and Drug Administration or any comparable agencies of any other countries. There is no assurance that the Company will be able to secure the financing necessary to continue and/or complete the clinical trials of Product R or satisfy certain other conditions relating to clinical trials including obtaining adequate insurance on terms acceptable to the Company. The Company undertakes no obligation to update or revise the information contained in this announcement whether as a result of new information, future events or circumstances or otherwise.
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SOURCE Advanced Viral Research Corp.
CO: Advanced Viral Research Corp.
ST: New York, Florida
SU: LAW
prnewswire.com
12/17/2002 14:55 EST
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S-3 FOR STARBASE CORP FILED ON 12/21/01
The Amount Offered column assumes no sales are effected by the selling
stockholders during the offering period other than under the registration
statement.
Percentage Amount Percentage
Amount Beneficially Beneficially Beneficially
Beneficially Owned Owned Owned
Owned Prior Prior to Amount Following Following
Name to Offering Offering Offered Offering Offering
----------------------------- ------------ ------------ --------- ------------ ------------
Stonestreet Limited
Partnership(1) 1,698,684 2.4% 2,119,559 0 0%
Alpha Capital
Aktiengesellschaft(2) 2,370,239 3.3 4,653,479 0 0
Niles Holdings Limited(3) 1,693,191 2.4 3,386,382 0 0
Bristol Investment Fund, Ltd.(4) 2,116,490 3.0 4,232,980 0 0
SDS Merchant Fund, LP(5) 846,596 1.2 1,693,192 0 0
Manchester Asset Management(6) 843,398 1.2 1,686,796 0 0
Ellis Enterprises, Inc.(7) 505,892 * 632,155 0 0
Intercoastal Financial
Services(8) 634,220 1.0 1,268,440 0 0 |
