Filed pursuant to Rule
424(b)(3)
File Numbers
333-109114 and 333-114098
Prospectus Supplement
(to
Prospectus dated August 12, 2005)
Antares Pharma, Inc.
Common Stock
20,329,105 Shares of
Common Stock
Offered by Selling
Stockholders
This
prospectus supplement further supplements the prospectus dated August 12, 2005 of Antares
Pharma, Inc. relating to the sale of shares of our common stock that may be sold from time
to time in one or more offerings by several of our stockholders. We will not receive any
proceeds from sales of shares of common stock by the selling stockholders. You should read
this prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supercedes the information contained in the
prospectus.
The
information including under the section entitled “Selling Stockholders”
contained in the prospectus is hereby amended as follows:
Based
on information provided by the selling stockholders and our internal corporate records,
the following table lists the selling stockholders and other information regarding their
beneficial ownership of the shares of our common stock. The following table sets
forth (i) the number of shares of common stock beneficially owned by each selling
stockholder at December 1, 2005, assuming exercise of warrants and options (exercisable
within 60 days) held by certain of the selling stockholders; (ii) the number of shares of
common stock to be offered for resale by each selling stockholder pursuant to this
prospectus; and (iii) the number and percentage of outstanding shares of common stock to
be held by each selling stockholder after completion of the offering.
|
Number of
shares of
Common Stock
beneficially
owned at
December 1, |
Number of
shares of
Common Stock
to be |
Shares Owned after
Completion of
Offering (1) (2)
|
Name
|
2005 (1)
|
Offered (1)
|
Number
|
Percentage
|
| Michael J. Maloney (3) |
|
8,333 |
|
8,333 |
|
0 |
|
0 |
% |
| Segoes Trust (4) | |
8,333 |
|
8,333 |
|
0 |
|
0 |
% |
| Ellen Hendrickson (5) | |
13,333 |
|
13,333 |
|
0 |
|
0 |
% |
| SDS Merchant Fund, LP (6) | |
1,385,880 |
|
1,385,880 |
|
0 |
|
0 |
% |
| Jacques Gonella (7) | |
13,666,697 |
|
4,447,611 |
|
9,219,086 |
|
10 |
% |
| SCO Capital Partners LLC (8) | |
1,264,400 |
|
1,264,400 |
|
0 |
|
0 |
% |
| North Sound Legacy Fund LLC (9) | |
47,083 |
|
47,083 |
|
0 |
|
0 |
% |
| North Sound Legacy Institutional Fund LLC (10) | |
461,250 |
|
461,250 |
|
0 |
|
0 |
% |
| North Sound Legacy International Ltd. (11) |
|
1,143,800 |
|
1,143,800 |
|
0 |
|
0 |
% |
| Paul Scharfer (12) | |
291,667 |
|
291,667 |
|
0 |
|
0 |
% |
| Vertical Ventures Investments, LLC (13) | |
150,000 |
|
150,000 |
|
0 |
|
0 |
% |
| Douglass Bermingham (14) | |
80,000 |
|
80,000 |
|
0 |
|
0 |
% |
| Sabbatical Ventures, LLC (15) | |
83,333 |
|
83,333 |
|
0 |
|
0 |
% |
| David C. Cavalier (16) | |
83,333 |
|
83,333 |
|
0 |
|
0 |
% |
| Alfred Mansour (17) | |
55,000 |
|
55,000 |
|
0 |
|
0 |
% |
| Alan Tuchman (18) | |
55,000 |
|
55,000 |
|
0 |
|
0 |
% |
| Richard Burgoon (19) | |
55,000 |
|
55,000 |
|
0 |
|
0 |
% |
| Piedmont Consulting (20) | |
65,000 |
|
65,000 |
|
0 |
|
0 |
% |
| Neovest Trading, Inc. (21) | |
40,000 |
|
40,000 |
|
0 |
|
0 |
% |
| Barry M. Pearl (22) | |
10,000 |
|
10,000 |
|
0 |
|
0 |
% |
| Jeffrey Davis (23) | |
325,833 |
|
325,833 |
|
0 |
|
0 |
% |
| Daniel DiPietro (24) | |
111,033 |
|
111,033 |
|
0 |
|
0 |
% |
| Joshua Golumb (25) | |
11,700 |
|
11,700 |
|
0 |
|
0 |
% |
| Brown Simpson Asset Management, LLC (26) | |
50,000 |
|
50,000 |
|
0 |
|
0 |
% |
| Atlas Equity I, Ltd. (27) | |
2,000,000 |
|
2,000,000 |
|
0 |
|
0 |
% |
| Sands Brothers Venture Capital LLC (28) | |
66,667 |
|
66,667 |
|
0 |
|
0 |
% |
| Sands Brothers Venture Capital II LLC (28) | |
66,667 |
|
66,667 |
|
0 |
|
0 |
% |
| Sands Brothers Venture Capital III LLC (28) | |
400,000 |
|
400,000 |
|
0 |
|
0 |
% |
| Sands Brothers Venture Capital IV LLC (28) | |
133,333 |
|
133,333 |
|
0 |
|
0 |
% |
| SDS Capital Group, SPC, Ltd. (29) | |
250,000 |
|
250,000 |
|
0 |
|
0 |
% |
| Hytec International, Ltd. (30) | |
53,333 |
|
53,333 |
|
0 |
|
0 |
% |
| Baffles S.A. (31) | |
73,333 |
|
73,333 |
|
0 |
|
0 |
% |
| Hauck & Aufhauser (32) | |
399,960 |
|
399,960 |
|
0 |
|
0 |
% |
| Thomas J. Garrity (33) | |
109,083 |
|
33,333 |
|
75,750 |
|
|
* |
| Lawrence Christian (34) | |
292,869 |
|
66,667 |
|
226,202 |
|
1 |
% |
| Michael Kasprick (35) | |
225,400 |
|
40,000 |
|
185,400 |
|
|
* |
| John J. Shaw (36) | |
200,000 |
|
200,000 |
|
0 |
|
0 |
% |
| Bedrock Capital, L.P. (37) | |
433,333 |
|
433,333 |
|
0 |
|
0 |
% |
| T2, Ltd. (38) | |
233,333 |
|
233,333 |
|
0 |
|
0 |
% |
| James L. Clark III (39) | |
97,646 |
|
33,333 |
|
64,313 |
|
|
* |
| Drummer Partners L.P. (40) | |
41,667 |
|
41,667 |
|
0 |
|
0 |
% |
| MidSouth Investor Fund LP (41) | |
133,333 |
|
133,333 |
|
0 |
|
0 |
% |
| Sandor Capital Master Fund, L.P. (42) | |
416,667 |
|
416,667 |
|
0 |
|
0 |
% |
| Jack E. Stover (43) | |
356,960 |
|
40,000 |
|
316,960 |
|
1 |
% |
| TNC Partners I, LLC (44) | |
133,333 |
|
133,333 |
|
0 |
|
0 |
% |
| Keith Muckenhirn (45) | |
106,839 |
|
33,333 |
|
73,506 |
|
|
* |
| Anton Gueth (46) | |
105,583 |
|
33,333 |
|
72,250 |
|
|
* |
| Luke P. Iovine, III (47) | |
26,733 |
|
26,733 |
|
0 |
|
0 |
% |
| Preston Tsao (48) | |
90,500 |
|
90,500 |
|
0 |
|
0 |
% |
| David Weinstein (49) | |
63,429 |
|
63,429 |
|
0 |
|
0 |
% |
| David Ledoux (50) | |
9,375 |
|
9,375 |
|
0 |
|
0 |
% |
| Frank Salvatore (51) | |
10,473 |
|
10,473 |
|
0 |
|
0 |
% |
| Doug Kalser (52) | |
10,473 |
|
10,473 |
|
0 |
|
0 |
% |
| National Securities Corporation (53) | |
31,250 |
|
31,250 |
|
0 |
|
0 |
% |
| Anne K. Abramczyk (54) | |
8,334 |
|
8,334 |
|
0 |
|
0 |
% |
| Perceptive Life Science Master Fund (55) | |
2,100,000 |
|
900,000 |
|
1,200,000 |
|
3 |
% |
| Orion Biomedical Offshore Fund, LP (56) | |
59,500 |
|
59,500 |
|
0 |
|
0 |
% |
| Orion Biomedical Fund, LP (57) | |
273,833 |
|
273,833 |
|
0 |
|
0 |
% |
| White Rock Capital Partners, L.P. (58) | |
283,333 |
|
283,333 |
|
0 |
|
0 |
% |
| TexRock, Ltd (59) | |
50,000 |
|
50,000 |
|
0 |
|
0 |
% |
| Crestview Capital Master, L.L.C. (60) | |
1,000,000 |
|
1,000,000 |
|
0 |
|
0 |
% |
| The Conus Fund L.P. (61) |
|
171,000 |
|
171,000 |
|
0 |
|
0 |
% |
| East Hudson Inc. (62) | |
25,000 |
|
25,000 |
|
0 |
|
0 |
% |
| The Conus Fund Offshore Ltd. (63) | |
27,667 |
|
27,667 |
|
0 |
|
0 |
% |
| The Conus Fund (QP) L.P. (64) | |
26,333 |
|
26,333 |
|
0 |
|
0 |
% |
| Stonestreet LP (65) | |
116,667 |
|
116,667 |
|
0 |
|
0 |
% |
| Alpha Capital AG (66) | |
100,000 |
|
100,000 |
|
0 |
|
0 |
% |
| JIBS Equities (67) | |
100,000 |
|
100,000 |
|
0 |
|
0 |
% |
| Westpark Capital L.P. (68) | |
100,000 |
|
100,000 |
|
0 |
|
0 |
% |
| Quogue Capital LLC (69) | |
96,666 |
|
96,666 |
|
0 |
|
0 |
% |
| Crenshire Capital, LP (70) | |
83,333 |
|
83,333 |
|
0 |
|
0 |
% |
| Midsummer Investment, Ltd. (71) | |
83,333 |
|
83,333 |
|
0 |
|
0 |
% |
| Nu Vision Holdings LLC (72) | |
50,000 |
|
50,000 |
|
0 |
|
0 |
% |
| SRG Capital, LLC (73) | |
50,000 |
|
50,000 |
|
0 |
|
0 |
% |
| Whalehaven Fund Limited (74) | |
49,993 |
|
49,993 |
|
0 |
|
0 |
% |
| Micahel R, Hamblett (75) | |
41,667 |
|
41,667 |
|
0 |
|
0 |
% |
| Professional Traders Fund, LLC (76) | |
33,333 |
|
33,333 |
|
0 |
|
0 |
% |
| Pamlea Kaweske (77) | |
18,333 |
|
18,333 |
|
0 |
|
0 |
% |
| AS Capital Partners LLC (78) | |
16,667 |
|
16,667 |
|
0 |
|
0 |
% |
| Truk Opportunity Fund, LLC (79) | |
16,667 |
|
16,667 |
|
0 |
|
0 |
% |
| Gordon Gregoretti (80) | |
10,000 |
|
10,000 |
|
0 |
|
0 |
% |
| David P. Luci (81) | |
8,333 |
|
8,333 |
|
0 |
|
0 |
% |
| Xmark Fund, L.P. (82) | |
210,000 |
|
210,000 |
|
0 |
|
0 |
% |
|
| |
| |
|
|
|
|
|
|
| | |
31,247,572 |
|
19,814,105 |
|
|
|
|
|
*
(1) |
Indicates and amount less than one percent.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Each entity named in the table has sole voting
and investment power, exercised by the individuals indicated in the following
footnotes, with respect to all shares of stock listed as owned by such entity. |
| (2) |
We do not have any knowledge of the number of shares the selling stockholders
may sell pursuant to this or any other prospectus. Additionally, the warrants
sold in our July 2003, February and March 2004 private placements are
exercisable by any holder only to the extent that the number of shares of common
stock issuable pursuant to such securities, together with the number of shares
of common stock owned by such holder and its affiliates (but not including
shares of common stock underlying unexercised shares of warrants) would not
exceed 9.99% of the then outstanding common stock as determined in accordance
with Section 13(d) of the Exchange Act. Each holder may, upon providing us with
61 days’ written notice, waive this 9.99% cap on exercises. |
| (3) |
Michael J. Maloney is an individual residing in Connecticut and exercises voting
and investment control for the shares owned by him. The number of shares
beneficially owned by Michael J. Maloney represents 8,333 shares issuable upon
exercise of his February 20, 2004 warrant. |
| (4) |
Segoes Trust is a Cayman Islands trust for which James Fontanetta is the trustee
and exercises voting and investment control. The number of shares beneficially
owned by Segoes Trust represents 8,333 shares issuable upon exercise of its
February 20, 2004 warrant. |
| (5) |
Ellen Hendrickson is an individual residing in Pennsylvania and exercises voting
and investment control for the shares owner by her. The number of shares
beneficially owned by Ellen Hendrickson represents 10,000 shares issued in the
March 9, 2004 private placement and 3,333 shares issuable upon exercise of her
March 9, 2004 warrant. |
| (6) |
SDS Merchant Fund, L.P. is a limited partnership of which SDS Capital Partners,
LLC is the general partner. Steve Darby is the managing member of SDS Capital
Partners, LLC, and exercises voting and investment control over the shares owned
by SDS Merchant Fund, L.P. The number of shares beneficially owned by SDS
Merchant Fund, LP represents 300,000 shares issued in July, 2003, 750,000 shares
issuable upon exercise of its July 7, 2003 warrant and 335,880 shares issuable
upon conversion of its Series D Stock. |
| (7) |
Jacques Gonella is an individual residing in Switzerland and exercises voting
and investment control for the shares owned by him. The number of shares
beneficially owned by Jacques Gonella includes 2,900,000 shares owned by
Permatec Holding AG (of which Dr. Gonella owns controlling interest); 2,750,000
shares (of which 250,000 shares are registered pursuant to the effective
registration statement (Registration No. 333-103958)); 2,907,772 shares issued
to Dr. Gonella pursuant to the conversion of debt owed to him; 4,198,976 shares
issuable upon exercise of warrants issued to Dr. Gonella ; 825,449 shares
previously owned and options to purchase (within 60 days) an aggregate of 84,500
shares. |
| (8) |
SCO Capital Partners LLC is a Delaware limited liability company, for which
Steven H. Rouhandeh is the Chairman and exercises voting and investment control.
The number of shares beneficially owned by SCO Capital Partners LLC represents
375,000 shares issuable upon exercise of its July 17, 2003 warrant, and 889,400
shares issuable upon exercise of its March 9, 2004 warrant. |
| (9) |
North Sound Legacy Fund LLC is a Delaware limited liability company, for which
Thomas McAulley exercises voting and investment control. The number of shares
beneficially owned by North Sound Legacy Fund LLC represents 13,333 shares
issuable upon exercise of its February 10, 2004 warrant, and 33,750 shares
issuable upon exercise of its July 17, 2003 warrant. |
| (10) |
North Sound Legacy Institutional Fund LLC is a Delaware limited liability
company, for which Thomas McAulley exercises voting and investment control. The
number of shares beneficially owned by North Sound Legacy Institutional Fund LLC
represents 120,000 shares issuable upon exercise of its February 10, 2004
warrant, and 341,250 shares issuable upon exercise of its July 17, 2003 warrant. |
| (11) |
North Sound Legacy International Ltd. is a British Virgin Islands corporation
for which Thomas McAulley exercises voting and investment control. The number of
shares beneficially owned by North Sound Legacy International Ltd. represents
568,800 shares issued in the February 10, 2004 placement, 200,000 shares
issuable upon exercise of its February 10, 2004 warrant, and 375,000 shares
issuable upon exercise of its July 17, 2003 warrant. |
| (12) |
Paul Scharfer is an individual residing in New York and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by Paul Scharfer represents 225,000 shares issuable upon
exercise of his July 17, 2003 warrant and 16,667 shares issuable upon exercise
of his February 20, 2004 warrant |
| (13) |
Vertical Ventures Investments, LLC is a Delaware limited liability company for
which Joshua Silverman is the Manager and exercises voting and investment
control. The number of shares beneficially owned by Vertical Ventures
Investments LLC represents 150,000 shares issuable upon exercise of its July 17,
2003 warrant. |
| (14) |
Douglass Bermingham is an individual residing in New York and exercises voting
and investment control for the shares owned by him. |
| (15) |
Sabbatical Ventures, LLC (“Sabbatical”) is a limited liability company
for which Mitchell D. Kaye is the manager and has voting and investment control
over the shares owned by Sabbatical. The number of shares beneficially owned by
Sabbatical represents 83,333 shares issuable upon exercise of warrants issued
between January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (16) |
David C. Cavalier is an individual who exercises voting and investment control
for the shares owned by him. The number of shares beneficially owned by David C.
Cavalier represents 83,333 shares issuable upon exercise of warrants issued
between January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (17) |
Alfred Mansour is an individual who exercises voting and investment control for
the shares owned by him. The number of shares beneficially owned by Alfred
Mansour represents 55,000 shares issuable upon exercise of warrants issued
between January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (18) |
Alan Tuchman is an individual who exercises voting and investment control for
the shares owned by him. The number of shares beneficially owned by Alan Tuchman
represents 55,000 shares issuable upon exercise of warrants issued between
January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (19) |
Richard Burgoon is an individual who exercises voting and investment control for
the shares owned by him. The number of shares beneficially owned by Richard
Burgoon represents 55,000 shares issuable upon exercise of warrants issued
between January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (20) |
Piedmont Consulting, Inc. is a Georgia corporation. Keith Fetter is President of
the corporation and has voting and investment control over the shares owned by
the corporation. The number of shares beneficially owned by Piedmont Consulting,
Inc. is 65,000 shares. |
| (21) |
Neovest Trading, Inc. is a Georgia corporation. Andrew Grayson is the President
of the corporation and has voting and investment control over the shares owned
by the corporation. The number of shares beneficially owned by Neovest Trading,
Inc. represents 40,000 shares issuable upon exercise of various warrants. |
| (22) |
Barry M. Pearl is an individual residing in Georgia and exercises voting and
investment control for the shares owned by him. |
| (23) |
Jeffrey B. Davis is an individual residing in New Jersey and exercises voting
and investment control for the shares owned by him. The number of shares
beneficially owned by Jeffrey B. Davis represents 33,333 shares issuable upon
exercise of his February 20, 2004 warrant, 271,400 shares issuable upon exercise
of his March 9, 2004 warrant (assigned to him from SCO Securities LLC) and
21,100 shares issuable upon exercise of warrants previously owned. |
| (24) |
Daniel DiPietro is an individual residing in New York and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by Daniel DiPietro represents 3,333 shares issuable upon
exercise of his March 9, 2004 warrant and 107,700 shares issuable upon exercise
of warrants previously assigned by SCO Securities LLC. |
| (25) |
Joshua Golomb is an individual residing in New York and exercises voting and
investment control for the shares owned by him. |
| (26) |
Brown Simpson Asset Management, LLC is a New York limited liability company
(“BSAM”). Mitchell D. Kaye is the managing member of the company and
has voting and investment control over the shares owned by BSAM. The number of
shares beneficially owned by BSAM represents 50,000 shares of our common stock.
BSAM serves as investment manager for each of Xmark LP and Xmark Ltd. In such
capacity, BSAM possesses the power to vote and direct the disposition of all
securities held by Xmark LP and Xmark Ltd. Thus, BSAM may be deemed to
beneficially own the shares of our common stock identified in this table as
being owned by Xmark LP and Xmark Ltd. |
| (27) |
Atlas Equity I, Ltd. is a Cayman Islands limited entity for which Jacob Gottlieb
and Dmitry Balyasay exercise voting and investment control. The number of shares
beneficially owned by Atlas Equity I, Ltd. represents 1,500,000 shares issued in
the February 10, 2004 placement and 500,000 shares issued upon exercise of its
February 10, 2004 warrant. |
| (28) |
Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands
Brothers Venture Capital III LLC, and Sands Brothers Venture Capital IV LLC are
all Delaware limited liability companies for which Mike Costea exercises voting
and investment control. The number of shares beneficially owned by Sands
Brothers Venture Capital LLC represents 50,000 shares issued in the February 10,
2004 private placement and 16,667 shares issuable upon exercise of its February
10, 2004 warrant. The number of shares beneficially owned by Sands Brothers
Venture Capital II LLC represents 50,000 shares issued in the February 10, 2004
private placement and 16,667 shares issuable upon exercise of its February 10,
2004 warrant. The number of shares beneficially owned by Sands Brothers Venture
Capital III LLC represents 300,000 shares issued in the February 10, 2004
private placement and 100,000 shares issuable upon exercise of its February 10,
2004 warrant. The number of shares beneficially owned by Sands Brothers Venture
Capital IV LLC represents 100,000 shares issued in the February 10, 2004 private
placement and 33,333 shares issuable upon exercise of its February 10, 2004
warrant. |
| (29) |
SDS Capital Group SPC, Ltd. is a Cayman Islands corporation for which Steve
Derby exercises voting and investment control. The number of shares beneficially
owned by SDS Merchant Fund, LP represents 250,000 shares issuable upon exercise
of its February 10, 2004 warrant. |
| (30) |
Hytec International, Ltd. is a Cayman Islands corporation for which Victoria
Hollingsworth exercises voting and investment control. The number of shares
beneficially owned by Hytec International, Ltd. represents 40,000 shares issued
in the February 20, 2004 private placement and 13,333 shares issuable upon
exercise of its February 20, 2004 warrant. |
| (31) |
Baffles S. A. is a Cayman Islands corporation for which Lily Lee exercises
voting and investment control. The number of shares beneficially owned by
Baffles S.A. represents 55,000 shares issued in the February 20, 2004 private
placement and 18,333 shares issuable upon exercise of its February 20, 2004
warrant. |
| (32) |
Hauck & Aufhauser is a Luxembourg corporation for which Bernd Sinnwell and
Fredy Jungbluth exercise voting and investment control. The number of shares
beneficially owned by Hauck & Aufhauser represents 299,970 shares issued in
the February 20, 2004 private placement and 99,990 shares issuable upon exercise
of its February 20, 2004 warrant. |
| (33) |
Thomas J. Garrity, one of our directors, is an individual residing in Arizona
and exercises voting and investment control for the shares owned by him. The
number of shares beneficially owned by Thomas J. Garrity represents 25,000
shares issued in the February 20, 2004 private placement, 8,333 shares issuable
upon exercise of his February 20, 2004 warrant, and 15,000 shares previously
owned and options to purchase (within 60 days) an aggregate of 60,750 shares. |
| (34) |
Lawrence Christian, our Chief Financial Officer, is an individual residing in
Pennsylvania and exercises voting and investment control for the shares owned by
him. The number of shares beneficially owned by Lawrence Christian represents
50,000 shares issued in the February 20, 2004 private placement, 16,667 shares
issuable upon exercise of his February 20, 2004 warrant, 33,627 shares
previously owned and options to purchase (within 60 days) an aggregate of
192,575 shares. |
| (35) |
Michael Kasprick, our Executive Director of Business Development, is an
individual residing in Minnesota and exercises voting and investment control for
the shares owned by him. The number of shares beneficially owned by Michael
Kasprick represents 30,000 shares issued in the February 20, 2004 private
placement, 10,000 shares issuable upon exercise of his February 20, 2004
warrant, and options to purchase (within 60 days) an aggregate of 185,400
shares.. |
| (36) |
John J. Shaw is an individual residing in California and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by John J. Shaw represents 150,000 shares issued in the
February 20, 2004 private placement and 50,000 shares issuable upon exercise of
his February 20, 2004 warrant. |
| (37) |
Bedrock Capital, L.P. is a Texas limited partnership for which James C. Smith
exercises voting and investment control. The number of shares beneficially owned
by Bedrock Capital L.P. represents 325,000 shares issued in the February 20,
2004 private placement and 108,333 shares issuable upon exercise of its February
20, 2004 warrant. |
| (38) |
T2, Ltd. is a Texas corporation for which James C. Smith exercises voting and
investment control. The number of shares beneficially owned by T2, Ltd.
represents 175,000 shares issued in the February 20, 2004 private placement and
58,333 shares issuable upon exercise of its February 20, 2004 warrant. |
| (39) |
James L. Clark III, a former Company director, is an individual residing in
Florida and exercises voting and investment control for the shares owned by him.
The number of shares beneficially owned by James L. Clark III represents 25,000
shares issued in the February 20, 2004 private placement, 8,333 shares issuable
upon exercise of his February 20, 2004 warrant, 2,000 shares previously owned
and options to purchase (within 60 days) an aggregate of 62,313 shares. |
| (40) |
Drummer Partners L.P. is a New York limited partnership for which Bernard Frank
exercises voting and investment control. The number of shares beneficially owned
by Drummer Partners, L.P. represents 25,000 shares issued in the February 20,
2004 private placement and 16,667 shares issuable upon exercise of its February
20, 2004 warrant. |
| (41) |
MidSouth Investor Fund LP is a Delaware limited partnership for which Lyman O.
Heidtke is the general partner and exercises voting and investment control. The
number of shares beneficially owned by MidSouth Investor Fund LP represents
100,000 shares issued in the February 20, 2004 private placement and 33,333
shares issuable upon exercise of its February 20, 2004 warrant. |
| (42) |
Sandor Capital Master Fund, L.P. is a Texas limited partnership for which John
S. Lemak exercises voting and investment control. The number of shares
beneficially owned by Sandor Capital Master Fund, L.P. represents 300,000 shares
issued in the February 20, 2004 private placement and 116,667 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (43) |
Jack E. Stover, our Chief Executive Officer, is an individual residing in
Pennsylvania and exercises voting and investment control for the shares owned by
him. The number of shares beneficially owned by Jack E. Stover represents 30,000
shares issued in the February 20, 2004 private placement, 10,000 shares issuable
upon exercise of his February 20, 2004 warrant, 100,000 shares previously owned
and options to purchase (within 60 days) an aggregate of 216,960 shares. |
| (44) |
TNC Partners I, LLC is a New Jersey limited liability company for which Paul
Siesser exercises voting and investment control. The number of shares
beneficially owned by TNC Partners I, LLC represents 100,000 shares issued in
the March 9, 2004 private placement and 33,333 shares issuable upon exercise of
its March 9, 2004 warrant. |
| (45) |
Keith Muckenhirn, our Controller, is an individual residing in Minnesota and
exercises voting and investment control for the shares owned by him. The number
of shares beneficially owned by Keith Muckenhirn represents 25,000 shares issued
in the March 9, 2004 private placement, 8,333 shares issuable upon exercise of
his March 9, 2004 warrant, 12,000 shares previously owned and options to
purchase (within 60 days) an aggregate of 61,506 shares. |
| (46) |
Anton Gueth, one of our directors, is an individual residing in California and
exercises voting and investment control for the shares owned by him. The number
of shares beneficially owned by Anton Gueth represents 25,000 shares issued in
the March 9, 2004 private placement, 8,333 shares issuable upon exercise of his
March 9, 2004 warrant and 18,000 shares previously owned and options to purchase
(within 60 days) an aggregate of 54,250 shares. |
| (47) |
Luke P. Iovine, III is an individual residing in New Jersey and exercises voting
and investment control for the shares owned by him. The number of shares
beneficially owned by Luke P. Iovine, III represents 20,050
shares issued in the
March 9, 2004 private placement and 6,683 shares issuable upon exercise of his
March 9, 2004 warrant. |
| (48) |
Preston Tsao is an individual residing in New York and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by Preston Tsao represents 90,500 shares issuable upon
exercise of his March 9, 2004 warrant (assigned by SCO Securities LLC). |
| (49) |
David Weinstein is an individual residing in Florida and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by David Weinstein represents 63,429 shares issuable upon
exercise of his March 9, 2004 warrant (assigned by National Securities
Corporation). |
| (50) |
David Ledoux is an individual residing in Florida and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by David Ledoux represents 9,375 shares issuable upon
exercise of his March 9, 2004 warrant (assigned by National Securities
Corporation). |
| (51) |
Frank Salvatore is an individual residing in Florida and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by Frank Salvatore represents 10,473 shares issuable upon
exercise of his March 9, 2004 warrant (assigned by National Securities
Corporation). |
| (52) |
Doug Kalser is an individual residing in Florida and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by Doug Kalser represents 10,473 shares issuable upon
exercise of his March 9, 2004 warrant (assigned by National Securities
Corporation). |
| (53) |
National Securities Corporation is a Washington corporation for which Michael
Bresner exercises voting and investment control. The number of shares
beneficially owned by National Securities Corporation represents 31,250 shares
issuable to it upon exercise of its March 9, 2004 warrant. |
| (54) |
Anne K. Abramczyk is an individual who exercises voting and investment control
for the shares owned by her. The number of shares beneficially owned by Anne K.
Abramczyk represents 8,334 shares issuable upon exercise of warrants issued
between January 15, 2003 and July 15, 2003 and assigned by Brown Simpson Asset
Management, LLC. |
| (55) |
Perceptive Life Sciences Master Fund, Ltd. is a Cayman Islands corporation for
which Andrew C. Sankin exercises voting and investment control. The number of
shares beneficially owned by Perceptive Life Sciences Master Fund, Ltd.
represents 1,200,000 shares previously owned and 900,000 shares issuable upon
exercise of its February 10, 2004 warrant. |
| (56) |
Orion Biomedical Offshore Fund, LP is a Cayman Islands limited partnership for
which Lindsay Rosenwald exercises voting and investment control. The number of
shares beneficially owned by Orion Biomedical Offshore Fund, LP represents
59,500 shares issuable upon exercise of its February 10, 2004 warrant. |
| (57) |
Orion Biomedical Fund, LP is a Delaware limited partnership for which Lindsay
Rosenwald exercises voting and investment control. The number of shares
beneficially owned by Orion Biomedical Fund, LP represents 273,833 shares
issuable upon exercise of its February 10, 2004 warrant. |
| (58) |
White Rock Capital Partners, L.P. is a Texas limited partnership for which Tom
Barton exercises voting and investment control. The number of shares
beneficially owned by White Rock Capital Partners, L.P. represents 283,333
shares issuable upon exercise of its February 20, 2004 warrant. |
| (59) |
TexRock, Ltd. is a Texas corporation for which Tom Barton exercises voting and
investment control. The number of shares beneficially owned by TexRock, Ltd.
represents 50,000 shares issuable upon exercise of its February 20, 2004
warrant. |
| (60) |
Crestview Capital Master, L.L.C. is a Delaware limited liability company for
which Richard Levy and Stewart Flint exercise voting and investment control. The
number of shares beneficially owned by Crestview Capital Master, L.L.C.
represents 250,000 shares issuable upon exercise of its February 10, 2004
warrant and 750,000 shares issuable upon exercise of warrants purchased from
Xmark Fund, L.P. and Xmark Funds, Ltd.. |
| (61) |
The Conus Fund L.P. is a New York limited partnership for which Conus Capital,
L.L.C. is the general partner. Andrew D. Zacks is the managing member of Conus
Capital, L.L.C. and exercises voting and investment control for the shares owned
by The Conus Fund L.P. The number of shares beneficially owned by The Conus
Fund, L.P. represents 171,000 shares issuable upon exercise of its February 10,
2004 warrant. |
| (62) |
East Hudson Inc. is a British Virgin Islands corporation, for which Conus
Partners, Inc. is the investment manager. Andrew D. Zacks is the managing
director of Conus Partners, Inc. and exercises voting and investment control for
the shares owned by East Hudson, Inc. The number of shares beneficially owned by
East Hudson Inc. represents 25,000 shares issuable upon exercise of its February
10, 2004 warrant. |
| (63) |
The Conus Fund Offshore Ltd. is a Cayman Islands corporation for which Conus
Partners, Inc. is the investment manager. Andrew D. Zacks is the managing
director of Conus Partners, Inc. and exercises voting and investment control for
the shares owned by The Conus Fund Offshore Ltd. The number of shares
beneficially owned by The Conus Fund Offshore Ltd. represents 27,667 shares
issuable upon exercise of its February 10, 2004 warrant. |
| (64) |
The Conus Fund (QP) L.P. is a New York limited partnership, for which Conus
Capital, L.L.C. is the general partner. Andrew D. Zacks is the managing member
of Conus Capital, L.L.C. and exercises voting and investment control for the
shares owned by The Conus Fund (QP) L.P. The number of shares beneficially owned
by The Conus Fund (QP) L.P. represents 26,333 shares issuable upon exercise of
its February 10, 2004 warrant. |
| (65) |
Stonestreet LP is a Canadian limited partnership for which Michael Finkelstein
and Elizabeth Leonard exercise voting and investment control. The number of
shares beneficially owned by Stonestreet LP represents 116,667 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (66) |
Alpha Capital AG is a Leichtenstein corporation for which Konrud Ackerman
exercises voting and investment control. The number of shares beneficially owned
by Alpha Capital AG represents 100,000 shares issuable upon exercise of its
February 20, 2004 warrant. |
| (67) |
JIBS Equities is a Delaware limited partnership for which Jeff Davidowitz
exercises voting and investment control. The number of shares beneficially owned
by JIBS Equities represents 100,000 shares issuable upon exercise of its
February 10, 2004 warrant. |
| (68) |
Westpark Capital L.P. is a Texas limited partnership for which Patrick J.
Brosnahan exercises voting and investment control. The number of shares
beneficially owned by Westpark Capital L.P. represents 100,000 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (69) |
Quogue Capital LLC is a New York limited liability company for which Wayne
Rothbaum exercises voting and investment control. The number of shares
beneficially owned by Quogue Capital LLC represents 96,666 shares issuable upon
exercise of its March 9, 2004 warrant. |
| (70) |
Cranshire Capital, LP is an Illinois limited partnership for which Mitchell
Kopin exercises voting and investment control. The number of shares beneficially
owned by Cranshire Capital, LP represents 83,333 shares issuable upon exercise
of its February 20, 2004 warrant. |
| (71) |
Midsummer Investment, Ltd. is a Bermuda corporation for which Michael A. Amsalem
and Scott Kaufman exercise voting and investment control. The number of shares
beneficially owned by Midsummer Investment, Ltd. represents 83,333 shares
issuable upon exercise of its February 20, 2004 warrant. |
| (72) |
Nu Vision Holdings LLC is a New York limited liability company for which Steven
Kevorkian exercises voting and investment control. The number of shares
beneficially owned by Nu Vision Holdings LLC represents 50,000 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (73) |
SRG Capital, LLC is a New York limited liability company for which Edwin McCabe
and Tai May Lee jointly exercise voting and investment control. The number of
shares beneficially owned by SRG Capital, LLC represents 50,000 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (74) |
Whalehaven Fund Limited is a Bermuda corporation for which Evan Schemenauer,
Arthur Jones and Jennifer Kelly exercise voting and investment control. The
number of shares beneficially owned by Whalehaven Fund Limited represents 49,993
shares issuable upon exercise of its February 20, 2004 warrant. |
| (75) |
Michael R. Hamblett is an individual residing in Connecticut and exercises
voting and investment control for the shares owned by him. The number of shares
beneficially owned by Michael R. Hamblett represents 41,667 shares issuable upon
exercise of his February 20, 2004 warrant. |
| (76) |
Professional Traders Fund, LLC is a New York limited liability company for which
Marc K. Swickle and Howard Berger exercise voting and investment control. The
number of shares beneficially owned by Professional Traders Fund, LLC represents
33,333 shares issuable upon exercise of its February 10, 2004 warrant. |
| (77) |
Pamela Kaweske is an individual residing in the Cayman Islands and exercises
voting and investment control for the shares owned by her. The number of shares
beneficially owned by Pamela Kaweske represents 18,333 shares issuable upon
exercise of her February 20, 2004 warrant. |
| (78) |
AS Capital Partners LLC is a New York limited liability company for which
Michael Coughlan exercises voting and investment control. The number of shares
beneficially owned by AS Capital Partners LLC represents 16,667 shares issuable
upon exercise of its February 20, 2004 warrant. |
| (79) |
Truk Opportunity Fund, LLC is a Delaware limited liability company for which
Atoll Asset Management, LLC is the managing member. Michael E. Fein and Stephen
Saltzstein are principals of Atoll Asset Management, LLC and exercise voting and
investment control over the shares owned by Truk Opportunity Fund, LLC. The
number of shares beneficially owned by Truk Opportunity Fund, LLC represents
16,667 shares issuable upon exercise of its February 20, 2004 warrant. |
| (80) |
Gordon Gregoretti is an individual residing in Connecticut and exercises voting
and investment control for the shares owned by him. The number of shares
beneficially owned by Gordon Gregoretti represents 10,000 shares issuable upon
exercise of his February 20, 2004 warrant. |
| (81) |
David P. Luci is an individual residing in New York and exercises voting and
investment control for the shares owned by him. The number of shares
beneficially owned by David P. Luci represents 8,333 shares issuable upon
exercise of his February 20, 2004 warrant. |
| (82) |
Xmark Fund, L.P., a Delaware limited partnership (“Xmark LP”), is a
private investment fund that is owned by its investors. Mitchell D. Kaye is the
managing member, has voting and investment control over the shares owned by
Xmark, L.P. The number of shares beneficially owned by Xmark, L.P. represents
shares obtained through the exercise of certain warrants. |
Investing
in shares of our common stock involves risks that are described in the “Risk
Factors” section beginning on page 3 of the prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is December 13, 2005.