Filed Pursuant to Rule
424(a)
File No. 333-114776
SUBJECT TO COMPLETION, DATED MARCH 29, 2005
The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities under this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer and sale would not be permitted .
PROSPECTUS
23,740,622 Shares
HALOZYME THERAPEUTICS, INC.
Common Stock
____________________
This prospectus relates to the sale of up to 23,740,622 shares of our common stock by the selling security holders named in this prospectus. The shares of our common stock offered by the selling security holders through this prospectus are shares previously issued to the selling security holders as well as shares that are issuable upon exercise of warrants. The prices at which the selling security holders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any shares of common stock in this offering and therefore we will not receive any of the proceeds from the sale of these shares. We may receive proceeds from the exercise prices of the warrants if any are exercised by the selling security holders.
Our common stock is listed on The American Stock Exchange under the symbol HTI. On March 18, 2005, the last reported sale price for our common stock was $1.83 per share.
____________________
Investing In Our Common Stock Involves Risks. See Risk Factors Beginning On Page 2
____________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March __, 2005.
TABLE OF CONTENTS
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You should rely only on the information provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities. You should not assume that any information in this prospectus is accurate as of any date other than the date of this prospectus. Information incorporated by reference in this prospectus is accurate only as of the date of the document incorporated by reference. In this prospectus, unless otherwise indicated, the words we, us, and our refer to Halozyme Therapeutics, Inc. and its subsidiaries and do not refer to the selling security holders.
i
SUMMARY
The following summary highlights selected information from this prospectus and the information incorporated by reference. Because this is a summary, it does not contain all the information about us that may be important to you. You should read the more detailed information in this prospectus and other documents which are incorporated by reference in this prospectus.
Halozyme is a development stage biopharmaceutical company dedicated to the development and commercialization of recombinant human enzymes for the infertility, ophthalmology, and oncology markets.
Our products under development are based on intellectual property covering the family of human enzymes known as hyaluronidases. Hyaluronidases are enzymes (proteins) that break down hyaluronic acid, which is a naturally occurring substance in the human body. Currently, we have no products and all of our potential products are either in the discovery, pre-clinical, pre-NDA or pre-510(k) stage. It may be years, if ever, before we are able to obtain the necessary regulatory approvals necessary to generate meaningful revenue from the sale of these potential products. In addition, we have had operating and net losses each year since inception. We have accumulated a deficit of $13,071,881 from inception through December 31, 2004.
Our technology is based on recombinant human PH20 (rHuPH20), a human synthetic version of hyaluronidase that degrades hyaluronic acid, a space-filling, gel-like substance that is a major component of tissues throughout the body, such as the skin and eyes. The PH20 enzyme is a naturally occurring enzyme that digests hyaluronic acid to temporarily break down the gel, thereby facilitating the penetration and dispersion of other drugs that are injected in the skin or in the muscle.
Bovine and ovine derived hyaluronidases have been used in multiple therapeutic areas, including in vitro fertilization and ophthalmology, where a FDA-approved bovine version was used as a drug delivery agent to enhance dispersion of local anesthesia for cataract surgery for over 50 years. Despite the multiple potential therapeutic applications for hyaluronidase, there are problems with existing and potential animal derived product offerings.
Deliatroph Pharmaceuticals, Inc., our predecessor company, was founded on February 26, 1998. Our operations to date have been limited to organizing and staffing, acquiring, developing and securing technology and undertaking product development for a limited number of product candidates. As we have not begun principal operations of commercializing a product candidate, the financial statements have been presented as a development stage company.
Our principal executive offices are located at 11588 Sorrento Valley Road, Suite 17, San Diego, California 92121. Our telephone number is (858) 794-8889.
The Offering
In January 2004, we closed a private financing in which we issued 19,046,721 shares of common stock and warrants to purchase 10,461,943 shares of common stock. We agreed to register the common stock issued and issuable in connection with that financing on behalf of the individuals and entities that participated in the financing. Those individuals and entities are referred to in this prospectus as selling security holders. This prospectus covers the sale of the 15,461,760 shares of common stock that have not been previously sold and the remaining 8,278,862 shares that are issuable upon exercise of the warrants. We will not receive any proceeds from sales of the shares that are currently outstanding, but we may receive proceeds from the exercise prices of the warrants if any are exercised by the selling security holders.
Common stock offered by the selling security holders.............................................23,740,622 shares
1
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, as well as the other information contained or incorporated by reference in this prospectus, before you decide to buy any shares of our common stock. Risks and uncertainties, in addition to those we describe below, that are not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks occur, our business could be harmed, the price of our common stock could decline and you may lose all or part of your investment.
We have not generated any revenue from product sales to date; we have a history of net losses and negative cash flow, and may never achieve or maintain profitability. |
2
If we are unsuccessful in our clinical trials, we will not receive regulatory approvals for our product candidates. |
| FDA officials may not find a product candidate safe or effective to merit an approval; | |
| FDA officials may not find that the data from pre-clinical testing and clinical trials justify approval, or they may require additional studies that would make it commercially unattractive to continue pursuit of approval; | |
| the FDA may not approve our manufacturing processes or facilities, or the processes or facilities of our contract manufacturers or raw material suppliers; | |
| the FDA may change its approval policies or adopt new regulations; and | |
| the FDA may approve a product candidate for indications that are narrow or under conditions that place the product at a competitive disadvantage, which may limit our sales and marketing activities or otherwise adversely impact the commercial potential of a product. |
If our product candidates are approved by the FDA but do not gain market acceptance, our business will suffer because we may not be able to fund future operations. |
| the price of our products relative to other therapies for the same or similar treatments; | |
| the perception by patients, physicians and other members of the health care community of the effectiveness and safety of our products for their prescribed treatments; | |
| our ability to fund our sales and marketing efforts; | |
| the effectiveness of our sales and marketing efforts; and | |
| the introduction of generic competitors. |
3
If we are unable to sufficiently develop our sales, marketing and distribution capabilities or enter into agreements with third parties to perform these functions, we will not be able to commercialize products. |
If we have problems with our sole contract manufacturer, our product development and commercialization efforts for our product candidates could be delayed or stopped. |
If we have problems with the third parties that prepare, package and fill/ finish our product candidates for distribution, our product development and commercialization efforts for these candidates could be delayed or stopped. |
4
Our inability to attract, hire and retain key management and scientific personnel, and to recruit qualified independent directors, could negatively affect our business. |
Future sales of shares of our common stock, including sales of shares issued in our most recent financings, may negatively affect our stock price. |
Our stock price is subject to significant volatility. |
5
Recent trading in our stock has been limited, so investors may not be able to sell as much stock as they want to at prevailing market prices. |
Our decision to redeem outstanding warrants may drive down the market price of our stock. |
Compliance with the extensive government regulations to which we are subject is expensive and time consuming, and may result in the delay or cancellation of product sales, introductions or modifications. |
Our suppliers and sole manufacturer are subject to regulation by the FDA and other agencies, and if they do not meet their commitments, we would have to find substitute suppliers or manufacturers, which could delay the supply of our products to market. |
6
We may be required to initiate or defend against legal proceedings related to intellectual property rights, which may result in substantial expense, delay and/or cessation of the development and commercialization of our products. |
| our patents and pending patent applications cover products and/or technology that we invented first; | |
| we were the first to file patent applications for these inventions; | |
| others will not independently develop similar or alternative technologies or duplicate our technologies; | |
| any of our pending patent applications will result in issued patents; and | |
| any of our issued patents, or patent pending applications that result in issued patents, will be held valid and infringed in the event the patents are asserted against others. |
Future acquisitions could disrupt our business and harm our financial condition. |
7
| we may have to issue convertible debt or equity securities to complete an acquisition, which would dilute our stockholders and could adversely affect the market price of our common stock; | |
| an acquisition may negatively impact our results of operations because it may require us to incur large one-time charges to earnings, amortize or write down amounts related to goodwill and other intangible assets, or incur or assume substantial debt or liabilities, or it may cause adverse tax consequences, substantial depreciation or deferred compensation charges; | |
| we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire; | |
| certain acquisitions may disrupt our relationship with existing customers who are competitive with the acquired business; | |
| acquisitions may require significant capital infusions and the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs; | |
| an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; | |
| acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience; and | |
| key personnel of an acquired company may decide not to work for us. |
If third-party reimbursement is not available, our products may not be accepted in the market. |
We face intense competition and rapid technological change that could result in the development of products by others that are superior to the products we are developing. |
8
We are exposed to product liability claims, and insurance against these claims may not be available to us on reasonable terms or at all. |
We may have difficulty implementing in a timely manner the internal controls over financial reporting necessary to allow our management to report on the effectiveness of our internal controls over financial reporting, and we may incur substantial costs in order to comply with the requirements of the Sarbanes-Oxley Act of 2002. |
9
USE OF PROCEEDS
We will not receive proceeds from the sale of shares under this prospectus, but we did receive consideration from the selling security holders at the time they purchased the shares. We may receive proceeds from the exercise price of the warrants if they are exercised by the selling security holders. Assuming the exercise of all the selling security holders warrants, we would receive gross proceeds of approximately $12,160,000. We intend to use any proceeds from the exercise of the warrants for working capital and general corporate purposes.
SELLING SECURITY HOLDERS
The shares are being offered by certain selling security holders. The selling security holders may from time to time offer and sell pursuant to this prospectus up to an aggregate of 23,740,622 shares of our common stock now owned by them or issuable to them upon the exercise of warrants. The selling security holders may, from time to time, offer and sell any or all of the shares that are registered under this prospectus. Because the selling security holders are not obligated to sell their shares, and because the selling security holders may also acquire publicly traded shares of our common stock, we cannot estimate how many shares the selling security holders will own after the offering.
Except for Mark Wilson, who currently serves as our Vice President of Business Development, none of the selling security holders has ever held an office, been a director or had any other material relationship with Halozyme or its predecessor company.
Pursuant to the stock purchase agreements with the selling security holders, all expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by them in connection with the sale of such shares.
The following table sets forth, with respect to the selling security holders: (i) the number of shares of common stock covered by this prospectus, (ii) the number of shares of common stock covered by this prospectus that are issuable upon exercise of the warrants, (iii) the total shares of common stock covered by this prospectus, (iv) the total number of shares of common stock beneficially owned but not covered by this prospectus, (v) the total number of shares of company stock beneficially owned by such selling security holders as of February 1, 2005, and (vi) the percentage of shares of common stock beneficially owned as of February 1, 2005, based upon approximately 49.4 million shares of common stock outstanding as of February 1, 2005 (each selling security holders beneficial ownership total reflects shares owned beneficially as of August 12, 2004 as adjusted by (i) warrant exercises and redemptions and (ii) the sale of registered shares from that date through February 1, 2005, and such totals do not include any shares that were purchased or sold on the open market unless such purchases and sales were reported in public filings made with the Securities and Exchange Commission).
10
SELLING SECURITY HOLDERS
Shares of Common | Total Shares of | Shares of Common | ||||||||||||||||||||||
Shares of Common | Stock Issuable Upon | Common Stock | Stock Beneficially | Total Shares of | Total | |||||||||||||||||||
Stock Being | Exercise of | Equivalents Being | Owned But NOT Being | Common Stock | Beneficial | |||||||||||||||||||
Security Holders | Registered | Warrants | Registered | Registered | Beneficially Owned | Ownership% | ||||||||||||||||||
Adam K. Stern |
| 15,000 | 15,000 | | 15,000 | 0.03 | % | |||||||||||||||||
Anthony Salandra |
70,673 | 59,423 | 130,096 | | 130,096 | 0.26 | % | |||||||||||||||||
Arianna Sheree Lynch |
2,407 | | 2,407 | | 2,407 | 0.00 | % | |||||||||||||||||
Asia Pacific Imports |
56,250 | 18,750 | 75,000 | | 75,000 | 0.15 | % | |||||||||||||||||
Autry Qualified Interest Trust |
225,000 | 75,000 | 300,000 | | 300,000 | 0.61 | % | |||||||||||||||||
Baybridge Capital Corp. |
46,856 | 140,569 | 187,425 | | 187,425 | 0.38 | % | |||||||||||||||||
BioGrowth, Inc. |
259,205 | 140,569 | 399,774 | | 399,774 | 0.80 | % | |||||||||||||||||
Bonanza Master Fund, LTD |
675,000 | 225,000 | 900,000 | 1,114,286 | 2,014,286 | 4.06 | % | |||||||||||||||||
Brean Murray & Co. Inc. |
50,071 | 273,213 | 323,284 | | 323,284 | 0.65 | % | |||||||||||||||||
Cantonal Corporation |
103,001 | 112,500 | 215,501 | 45,000 | 260,501 | 0.53 | % | |||||||||||||||||
Centrum Bank AG |
125,000 | 75,000 | 200,000 | | 200,000 | 0.40 | % | |||||||||||||||||
Cimarron Biomedical Investors |
225,000 | 75,000 | 300,000 | | 300,000 | 0.61 | % | |||||||||||||||||
Cindy Ullman |
7,500 | | 7,500 | | 7,500 | 0.02 | % | |||||||||||||||||
Colleen Paffie |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Curtis Leahy |
395,000 | | 395,000 | | 395,000 | 0.80 | % | |||||||||||||||||
Darren Blanton |
592,788 | 412,788 | 1,005,576 | 334,286 | 1,339,862 | 2.69 | % | |||||||||||||||||
David Hochman |
| 3,750 | 3,750 | | 3,750 | 0.01 | % | |||||||||||||||||
Dr. Donald Cramer |
2,500 | 938 | 3,438 | | 3,438 | 0.01 | % | |||||||||||||||||
Dr. Leonard Makowka |
11,250 | 3,750 | 15,000 | | 15,000 | 0.03 | % | |||||||||||||||||
Equine Consultants Ltd. |
107,500 | | 107,500 | | 107,500 | 0.22 | % | |||||||||||||||||
Erietta Papakosta |
| 37,500 | 37,500 | | 37,500 | 0.08 | % | |||||||||||||||||
Forest Hill Select Fund, LP |
360,000 | 120,000 | 480,000 | | 480,000 | 0.97 | % | |||||||||||||||||
Franklin H. Nyi |
90,000 | 30,000 | 120,000 | | 120,000 | 0.24 | % | |||||||||||||||||
Garfield Associates, LLC |
2,500 | 7,500 | 10,000 | | 10,000 | 0.02 | % | |||||||||||||||||
Gene Salkind, MD |
180,000 | 60,000 | 240,000 | 150,000 | 390,000 | 0.79 | % | |||||||||||||||||
Grant Bettingen, Inc. |
41,298 | | 41,298 | | 41,298 | 0.08 | % | |||||||||||||||||
Harvest International |
107,596 | 107,596 | 215,192 | | 215,192 | 0.44 | % | |||||||||||||||||
Harvey Anderson |
| 53,798 | 53,798 | | 53,798 | 0.11 | % | |||||||||||||||||
Harvey Grossman |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Henri Talerman |
80,000 | 30,000 | 110,000 | | 110,000 | 0.22 | % | |||||||||||||||||
Hyde Family Trust |
90,000 | 30,000 | 120,000 | | 120,000 | 0.24 | % | |||||||||||||||||
Jacqueline Autry |
45,000 | 15,000 | 60,000 | | 60,000 | 0.12 | % | |||||||||||||||||
Janelle Noelle Lynch |
2,407 | | 2,407 | | 2,407 | 0.00 | % | |||||||||||||||||
Jardine, McManus, Murphy & Moore,
LTD |
30,000 | | 30,000 | | 30,000 | 0.06 | % | |||||||||||||||||
Jason Daggett |
37,905 | | 37,905 | | 37,905 | 0.08 | % | |||||||||||||||||
Jeffrey Geddes |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Jerome Morgan |
9,900 | 3,300 | 13,200 | | 13,200 | 0.03 | % | |||||||||||||||||
Jesse Grossman |
1,296,795 | 500,913 | 1,797,708 | | 1,797,708 | 3.61 | % | |||||||||||||||||
Jesse Grossman Accountancy Corp.
Retirement Trust |
474,890 | 160,078 | 634,968 | | 634,968 | 1.28 | % | |||||||||||||||||
John Paul DeJoria |
80,000 | 30,000 | 110,000 | | 110,000 | 0.22 | % | |||||||||||||||||
John S. Lemak |
90,000 | 30,000 | 120,000 | | 120,000 | 0.24 | % | |||||||||||||||||
Jonathan Spanier |
1,209,423 | 523,313 | 1,732,736 | | 1,732,736 | 3.48 | % | |||||||||||||||||
Jonathan Spanier Custodian for
Esme Spanier under CUTMA, age 21 |
50,000 | | 50,000 | | 50,000 | 0.10 | % | |||||||||||||||||
Keith Granirer |
7,500 | 2,813 | 10,313 | | 10,313 | 0.02 | % | |||||||||||||||||
Ken Rickel |
473,942 | 301,442 | 775,384 | | 775,384 | 1.56 | % | |||||||||||||||||
Ken Y. Leung |
80,000 | 30,000 | 110,000 | | 110,000 | 0.22 | % |
11
Shares of Common | Total Shares of | Shares of Common | ||||||||||||||||||||||
Shares of Common | Stock Issuable Upon | Common Stock | Stock Beneficially | Total Shares of | Total | |||||||||||||||||||
Stock Being | Exercise of | Equivalents Being | Owned But NOT Being | Common Stock | Beneficial | |||||||||||||||||||
Security Holders | Registered | Warrants | Registered | Registered | Beneficially Owned | Ownership% | ||||||||||||||||||
Kerry McVey |
| 53,798 | 53,798 | | 53,798 | 0.11 | % | |||||||||||||||||
Kimberly CraigWoodworth |
10,000 | | 10,000 | | 10,000 | 0.02 | % | |||||||||||||||||
Kingsbridge Capital |
18,750 | 56,250 | 75,000 | | 75,000 | 0.15 | % | |||||||||||||||||
Laura Stone |
8,800 | 3,300 | 12,100 | 1,315 | 13,415 | 0.03 | % | |||||||||||||||||
Lawrence Diamant |
3,938 | 1,312 | 5,250 | | 5,250 | 0.01 | % | |||||||||||||||||
Lincoln Associates, LLC |
2,500 | 7,500 | 10,000 | | 10,000 | 0.02 | % | |||||||||||||||||
Linda May Stone |
41,500 | 15,000 | 56,500 | 100 | 56,600 | 0.11 | % | |||||||||||||||||
Lore E. Stone |
27,000 | 9,000 | 36,000 | | 36,000 | 0.07 | % | |||||||||||||||||
Louis F. Burke PC Retirement Trust |
20,000 | 7,500 | 27,500 | | 27,500 | 0.06 | % | |||||||||||||||||
Louis Spanier |
25,000 | | 25,000 | | 25,000 | 0.05 | % | |||||||||||||||||
Mark Emalfarb Custodian for
Ashley Emalfarb |
9,000 | 3,000 | 12,000 | | 12,000 | 0.02 | % | |||||||||||||||||
Mark Emalfarb Custodian for
Hailey Emalfarb |
9,000 | 3,000 | 12,000 | | 12,000 | 0.02 | % | |||||||||||||||||
Mark Wilson |
50,000 | | 50,000 | | 50,000 | 0.10 | % | |||||||||||||||||
Matthew Markin |
| 30,000 | 30,000 | 18,500 | 48,500 | 0.10 | % | |||||||||||||||||
Michael Clofine |
| 53,798 | 53,798 | | 53,798 | 0.11 | % | |||||||||||||||||
Michael P. Marcus |
20,000 | 30,000 | 50,000 | | 50,000 | 0.10 | % | |||||||||||||||||
Michael Stone |
629,394 | 317,394 | 946,788 | | 946,788 | 1.91 | % | |||||||||||||||||
Nadine Smith |
251,592 | 157,197 | 408,789 | | 408,789 | 0.83 | % | |||||||||||||||||
Odyssey Holdings Ltd. |
345,905 | 140,569 | 486,474 | | 486,474 | 1.00 | % | |||||||||||||||||
Oppenheimer & Co. Inc. Custodian
for Jonathan Spanier IRA Rollover |
474,890 | 158,677 | 633,567 | | 633,567 | 1.28 | % | |||||||||||||||||
Patricia Fox |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Paul Geddes |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Paul Rosenberg |
53,798 | 53,798 | 107,596 | | 107,596 | 0.22 | % | |||||||||||||||||
Paula Rubino |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Peter Geddes |
1,579,118 | 553,319 | 2,132,437 | 85,500 | 2,217,937 | 4.45 | % | |||||||||||||||||
Peter Geddes Custodian for Avery
Geddes under CUTMA, age 21 |
20,000 | | 20,000 | | 20,000 | 0.04 | % | |||||||||||||||||
Peter Geddes Custodian for
Campbell Geddes under CUTMA, age
21 |
50,000 | 18,750 | 68,750 | | 68,750 | 0.14 | % | |||||||||||||||||
Peter Geddes Custodian for Lily
Geddes under CUTMA, age 21 |
50,000 | 18,750 | 68,750 | | 68,750 | 0.14 | % | |||||||||||||||||
Peter Geddes Custodian for
Zachary Geddes under CUTMA, age
21 |
20,000 | | 20,000 | | 20,000 | 0.04 | % | |||||||||||||||||
Peter Graffman |
78,125 | 9,375 | 87,500 | | 87,500 | 0.18 | % | |||||||||||||||||
Peter Kosa |
92,500 | 37,500 | 130,000 | | 130,000 | 0.26 | % | |||||||||||||||||
Ram Trading, Ltd. |
233,350 | 375,000 | 608,350 | | 608,350 | 1.23 | % | |||||||||||||||||
Richard Genovese |
1,343,906 | 734,892 | 2,078,798 | 400,027 | 2,478,825 | 4.96 | % | |||||||||||||||||
Roth Capital Partners, LLC |
75,000 | 225,000 | 300,000 | | 300,000 | 0.61 | % | |||||||||||||||||
Sandor Capital Master Fund, L.P. |
281,250 | 93,750 | 375,000 | | 375,000 | 0.76 | % | |||||||||||||||||
Sandy Geddes |
8,800 | | 8,800 | | 8,800 | 0.02 | % | |||||||||||||||||
Sean Fitzpatrick |
| 9,375 | 9,375 | | 9,375 | 0.02 | % | |||||||||||||||||
Sean Dignan |
2,000 | | 2,000 | | 2,000 | 0.00 | % | |||||||||||||||||
Shai Z. Stern |
| 45,000 | 45,000 | 50,000 | 95,000 | 0.19 | % | |||||||||||||||||
Spectrum Advisors, Ltd. |
345,096 | 145,096 | 490,192 | 3,000 | 493,192 | 1.00 | % | |||||||||||||||||
Stephanie Spanier |
50,000 | | 50,000 | | 50,000 | 0.10 | % | |||||||||||||||||
Steven S. Vender |
45,000 | 16,875 | 61,875 | 5,000 | 66,875 | 0.14 | % | |||||||||||||||||
TBG America Inc. |
80,000 | 30,000 | 110,000 | | 110,000 | 0.22 | % | |||||||||||||||||
The Ward Family Foundation |
135,000 | 45,000 | 180,000 | | 180,000 | 0.36 | % | |||||||||||||||||
University Finance, Inc. |
264,289 | 678,550 | 942,839 | | 942,839 | 1.90 | % |
12
Shares of Common | Total Shares of | Shares of Common | ||||||||||||||||||||||
Shares of Common | Stock Issuable Upon | Common Stock | Stock Beneficially | Total Shares of | Total | |||||||||||||||||||
Stock Being | Exercise of | Equivalents Being | Owned But NOT Being | Common Stock | Beneficial | |||||||||||||||||||
Security Holders | Registered | Warrants | Registered | Registered | Beneficially Owned | Ownership% | ||||||||||||||||||
Vega Investments Inc. |
234,000 | 78,000 | 312,000 | | 312,000 | 0.63 | % | |||||||||||||||||
Vertical Ventures, LLC |
| 75,000 | 75,000 | | 75,000 | 0.15 | % | |||||||||||||||||
Vitel Ventures Corp. |
410,004 | 246,535 | 656,539 | 32,248 | 688,787 | 1.39 | % | |||||||||||||||||
Whitney & Clarkia Wilson Trust |
50,000 | | 50,000 | 50,000 | 100,000 | 0.20 | % | |||||||||||||||||
William F. Miller III |
121,298 | 22,500 | 143,798 | | 143,798 | 0.29 | % | |||||||||||||||||
Winnie Huang |
45,000 | 15,000 | 60,000 | | 60,000 | 0.12 | % | |||||||||||||||||
Total |
15,461,760 | 8,278,862 | 23,740,622 | 2,289,262 | 26,029,884 | 45.41 | % |
Subject to applicable exceptions set forth by the Securities and Exchange Commission, transferees, pledgees, donees or successors to the selling security holders named in the prospectus may not offer and sell securities pursuant to the prospectus unless we supplement or amend the prospectus to reflect the required information concerning such transferees, pledgees, donees or successors.
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PLAN OF DISTRIBUTION
The selling security holders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell all or any part of their shares of common stock offered hereby on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when selling shares:
· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
· an exchange distribution in accordance with the rules of the applicable exchange;
· privately negotiated transactions;
· short sales;
· broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
· a combination of any such methods of sale; and
· any other method permitted pursuant to applicable law.
The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. The selling security holders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and may sell or deliver shares in connection with these trades. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling security holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. Any selling security holders that are broker-dealers or broker-dealer affiliates will be deemed to be underwriters within the meaning of the Securities Act in connection with any sales of the shares by them. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Of the selling security holders Brean Murray & Co.; Grant Bettinger, Inc.; and Roth Capital Partners, LLC are each broker-dealers. Additionally, Curtis Leahy, who is a registered representative of Grant Bettinger, Inc. is an affiliate of broker-dealers.
Because selling security holders may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act and the rules promulgated thereunder. We have informed the selling security holders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market.
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We are required to pay all fees and expenses (excluding selling expenses) incident to the registration of the shares being registered herein, including fees and disbursements of counsel to the selling security holders. We have agreed to indemnify certain of the selling security holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
After being notified by a selling security holder that any material arrangement has been entered into with a broker-dealer or underwriter for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker, dealer or underwriter, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling security holder and of the participating broker-dealer(s) or underwriter(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s) or underwriter(s), where applicable, (v) that such broker-dealer(s) or underwriter(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. Individuals and entities who receive shares from the selling security holders as a gift or in connection with a pledge may sell up to 500 of such shares pursuant to this prospectus.
LEGAL MATTERS
The validity of the shares of common stock being sold in this offering and other legal matters relating to the offering has been passed upon for us by Hale Lane Peek Dennison and Howard, Reno, Nevada.
EXPERTS
The consolidated financial statements of Halozyme Therapeutics, Inc. as of December 31, 2004, and for each of the years in the two-year period ended December 31, 2004, as set forth in our filing on form 10-KSB with the Securities and Exchange Commission on March 11, 2005, have been incorporated by reference herein and in the registration statement in reliance upon the report of Cacciamatta Accountancy Corporation, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules of the SEC. We file proxy statements and annual, quarterly and special reports and other information with the SEC. You can inspect and copy the registration statement as well as the reports, proxy statements and other information we have filed with the SEC at the public reference room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. You can call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. We are also required to file electronic versions of these documents with the SEC, which may be accessed from the SECs Internet site at http://www.sec.gov or at our website http://www.halozyme.com.
The SEC requires us to incorporate by reference certain of our publicly-filed documents into this prospectus, which means that information included in those documents is considered part of this prospectus. Information that we file with the SEC after the effective date of this prospectus will automatically update and supersede this information, as well as the other information contained in this prospectus. In addition, we also incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the filing of this registration statement, until such time as the effectiveness of this registration statement is terminated.
The following documents filed with the SEC are incorporated by reference in this prospectus:
1. | Our Annual Report on Form 10-KSB for the year ended December 31, 2004, as amended on the Form 10-KSB/A filed on March 29, 2005. | |||
2. | Our Report on Form 8-K dated February 22, 2005. | |||
3. | Our registration statement on Form SB-2/A, file No. 333-114776, including the description of our common stock contained therein, filed with the SEC on July 23, 2004. | |||
4. | All of the filings pursuant to the Securities Exchange Act that we may make prior to the effectiveness of this registration statement, and prior to the termination of the offering contemplated by this prospectus. |
We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference. You should direct any requests for documents to David Ramsay, Chief Financial Officer, 11588 Sorrento Valley Road, Suite 17, San Diego, California 92121, telephone: (858) 794-8889.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as anticipates, estimates, plans, projects, continuing, ongoing, expects, management believes, we believe, we intend and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, and in particular those factors listed under the section entitled Risk Factors.
Because the factors referred to in the preceding sentence could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements we make, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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23,740,622 SHARES OF
COMMON STOCK
HALOZYME THERAPEUTICS, INC.
PROSPECTUS
March __, 2005