UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AVAX TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.004 per share
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(Title of Class of Securities)
053495305
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(CUSIP Number)
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CUSIP No. 053495305
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lindsay A. Rosenwald, M.D.
###-##-####
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Citizenship or Place of Organization
United States
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5 Sole Voting Power
Number of
Shares 1,252,677
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting NONE
Person --------------------------------------------------------
With 7 Sole Dispositive Power
1,252,677
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8 Shared Dispositive Power
NONE
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,252,677
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10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
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11 Percent of Class Represented By Amount in Row (9)
22.3%
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12 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
AVAX Technologies, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4520 Main Street, Suite 930
Kansas City, MO 64111
ITEM 2(a). NAME OF PERSON FILING:
Lindsay A. Rosenwald, M.D.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Paramount Capital, Inc.
787 Seventh Avenue, 48th Floor
New York, NY 10019
ITEM 2(c). CITIZENSHIP:
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.004 per share
ITEM 2(e). CUSIP NUMBER:
053495305
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED AS OF DECEMBER 31, 1997:
1,252,677 shares
(b) PERCENT OF CLASS:
22.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
1,252,677 shares*
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition of:
1,252,677 shares*
(iv) Shared power to dispose or to direct the disposition of:
NONE
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* Securities beneficially owned include 42,775 shares of Common Stock of the
issuer owned by June Street Corporation and Huntington Street Corporation, of
which Dr. Rosenwald is the sole proprietor. Securities beneficially owned also
represent shares of Common Stock owned by The Aries Fund, A Cayman Island Trust
(the "Trust") and Aries Domestic Fund, L.P. (the "Partnership") (together, the
"Funds"). Paramount Capital Asset Management, Inc. ("Paramount Capital"), of
which Dr. Rosenwald is the sole shareholder, is the General Partner of the
Partnership and also serves as the investment manager to the Trust. Dr.
Rosenwald may be deemed to have voting and investment control over the
securities of the issuer owned by the Funds under Rule 13d-3(a) of the
Securities Exchange Act of 1934. Paramount Capital and Dr. Rosenwald disclaim
beneficial ownership of the securities held by the Funds, except to the extent
of their pecuniary interest therein.
Such securities include shares of Common Stock owned by the Funds which
are issuable upon conversion of shares of Series B Preferred Stock at a
conversion rate determined by dividing a stated price of $100.00 per share of
Series B Convertible Preferred Stock by a conversion price of $3.83 per share,
which conversion price is subject to adjustment as set forth in the Certificate
of Designations for the Series B Convertible Preferred Stock.
Such securities also include shares of Common Stock owned by Dr. Rosenwald
and the Funds upon the exercise of Series B Placement Warrants. Series B
Placement Warrants are convertible into shares of Series B Convertible Preferred
Stock at an exercise price of $110 per share of Series B Convertible Preferred
Stock. The Series B Convertible Preferred Stock is convertible into shares of
Common Stock at a conversion rate determined by dividing a stated price of
$100.00 per share of Series B Convertible Preferred Stock by a conversion price
of $3.83 per share, which conversion price is subject to adjustment as set forth
in the Certificate of Designations for the Series B Convertible Preferred Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 17, 1998 /s/ Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D.
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