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This filing is made pursuant
to Rule 424(b)(3) under
the Securities Act of
1933 in connection with
Registration No. 333-24549
Upper right corner of Prospectus cover:
For supplemental information regarding AVANIR Pharmaceuticals (formerly LIDAK
Pharmaceuticals) since this Prospectus was prepared, see the Prospectus
Supplement dated September 9, 1999, which is attached to the back page of this
Prospectus beginning on Page S-1. The Prospectus Supplement describes the
reduction in exercise price and earlier expiration date of our Class G Stock
Purchase Warrants.
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AVANIR PHARMACEUTICALS (FORMERLY LIDAK PHARMACEUTICALS)
SUPPLEMENT TO PROSPECTUS DATED APRIL 11, 1997
SEPTEMBER 9, 1999
REDUCTION IN EXERCISE PRICE OF CLASS G STOCK PURCHASE WARRANTS:
On August 23, 1999, we reduced the exercise price of our Class G Stock
Purchase Warrants issued to RGC International Investors, LDC from $2.97 to
$1.375 per share of Class A Common Stock. In connection with this reduction in
the exercise price, we cancelled the previously outstanding warrants and issued
a replacement warrant to purchase 4,385,783 shares of Class A Common Stock at
the reduced exercise price of $1.375 per share.
EARLIER EXPIRATION DATE OF CLASS G STOCK PURCHASE WARRANTS:
As part of the consideration for re-pricing the warrants, we changed
the expiration date of the warrants to be determined by the future trading
prices of our Class A Common Stock, as follows:
- - If our Class A Common Stock trades at a market price greater than $2.25 per
share for fifteen consecutive trading days after October 1, 1999, then the
warrant holder will have forty-five trading days from the end of the
fifteen-day period (the "First Trigger Date") to exercise at least 50% of
the shares of Class A Common Stock underlying the warrant. If the warrant
holder has not exercised at least 50% of the shares by this forty-fifth
trading day, then any remaining unexercised portion of the first 50% of the
shares underlying the warrant will expire;
- - If our Class A Common Stock trades at a market price greater than $2.75 per
share for fifteen consecutive trading days after January 1, 2000, then the
warrant holder must exercise the remaining portion of the shares then
underlying the warrant by the later of forty-five trading days from the end
of the fifteen-day period or sixty trading days after the First Trigger
Date, or the warrant covering these remaining shares will expire;
- - If our Class A Common Stock has not reached either of the price milestones
described above, but our Class A Common Stock has traded at a market price
equal to or greater than $2.00 per share for fifteen consecutive trading
days after August 23, 1999, then the warrant will expire on September 30,
2000; and
- - If our Class A Common Stock has not traded at a market price equal to or
greater than $2.00 per share for fifteen consecutive trading days after
August 23, 1999, then the warrant will expire on June 30, 2001.
SOME OF THE SHARES OF CLASS A COMMON STOCK UNDERLYING THE WARRANT ARE RESTRICTED
FOR RE-SALE:
On April 11, 1997, we registered for re-sale 3,628,733 shares of Class
A Common Stock issuable upon exercise of the warrants. In re-pricing the
warrants from $2.97 to $1.375 per share, we authorized the issuance of an
additional 2,355,328 shares of Class A Common Stock underlying the warrants,
raising the total number of shares issuable upon exercise of the warrant to
4,385,783. Because we have registered for re-sale only 3,628,733 shares of Class
A Common Stock upon exercise of the warrants, the remaining 757,050 shares of
Class A Common Stock underlying the warrant will bear a restrictive legend and
may only be re-sold at the present time in accordance with Rule 144 promulgated
by the Securities and Exchange Commission or if we file a separate registration
statement covering these remaining shares.
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