Rule 424(b)(3)
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 31, 1997)
NAPRO BIOTHERAPEUTICS, INC.
1,000,000 Shares of Common Stock
RECENT DEVELOPMENT
MODIFICATION OF TERMS OF SERIES C SENIOR CONVERTIBLE PREFERRED STOCK AND
SENIOR CONVERTIBLE NOTES
On January 28, 1998, the Company entered into an Amendment Agreement
with the Selling Stockholder of the Series C Senior Convertible Preferred Stock,
which amended certain terms of the related Subscription Agreement and the
related Warrants and established additional rights and obligations of the
Company and such Selling Stockholder with respect to the Preferred Shares.
Pursuant to the Amendment Agreement, the Selling Stockholder agreed not to
exercise its conversion rights with respect to the Preferred Shares and the
Company granted the Selling Stockholder certain exchange rights. Beginning on
January 28, 1998, the Preferred Shares are exchangeable for Common Stock at a
price per share of Common Stock at a discount of 5% from the market price of the
Common Stock computed from selected dates prior to the exchange. The Selling
Stockholder agreed to limit its exchanges of the Preferred Shares into 150,000
of Common Stock per month in 1998 at an exchange price of less than $4. The
exercise price of the Warrants was changed to $2.50 per share of Common Stock.
The Company has agreed to solicit a stockholder vote on or prior to June 1, 1998
to increase the number of authorized shares of Common Stock and authorize the
issuance of shares of Common Stock equal to 20% or more of the Common Stock or
20% of more of the voting power outstanding before such issuance for less than
the greater of book or market value. The Amendment Agreement has been filed by
the Company as an exhibit to its Current Report on Form 8-K dated January 28,
1998, which is incorporated herein by reference.
On January 28, 1998, the Company entered into an Amendment Agreement
with the Selling Stockholders of its Senior Convertible Notes, which amended
certain terms of the Notes, the note purchase agreement with respect to the
Notes, and the related Warrants. Pursuant to the Amendment Agreement, the
Selling Stockholders agreed to limit conversions of the Notes into 300,000
shares of Common Stock per month in 1998 at a conversion price of less than $4.
The exercise price of the related Warrants was changed to $2.50 per share of
Common Stock. The Company has agreed to solicit a stockholder vote on or prior
to June 1, 1998 to increase the number of authorized shares of Common Stock and
authorize the issuance of shares of Common Stock equal to 20% or more of the
Common Stock or 20% of more of the voting power outstanding before such issuance
for less than the greater of book or market value. The Amendment Agreement has
been filed by the Company as an exhibit to its Current Report on Form 8-K dated
January 28, 1998, which is incorporated herein by reference.
The date of this Prospectus Supplement is February 3, 1998.
