SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. _)(*)
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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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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(*) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 053495305 Page 2 of 4 pages
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Lindsay A. Rosenwald, M.D.
###-##-####
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(2) Check the appropriate box if a member of a group (see instructions) (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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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
893,216
(6) Shared voting power:
750,059
(7) Sole dispositive power:
893,216
(8) Shared dispositive power:
750,059
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(9) Aggregate amount beneficially owned by each reporting person.
1,643,275
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
15.4%
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(12) Type of reporting person (see instructions).
IN
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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, 1998
1,643,275 shares
(b) PERCENT OF CLASS:
15.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
1,643,275 shares *
(ii) Shared power to vote or to direct the vote:
NONE
(iii) Sole power to dispose or to direct the disposition of:
1,643,275 shares *
(iv) Shared power to dispose or to direct the disposition of:
NONE
Page 2 of 4
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* Securities beneficially owned include an aggregate of 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 Master Fund, a Cayman Island exempted Company (the "Master
Fund").
SEE ATTACHED ATTACHMENT A
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
Page 3 of 4
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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 12, 1999 /s/ Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D.
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<PAGE>
ATTACHMENT A
Securities beneficially owned include 512,492 shares of Common Stock owned
directly by Dr. Rosenwald, 17,000 shares of Common Stock issuable upon exercise
of Bridge Placement Warrants owned directly by Dr. Rosenwald and 320,949 shares
of Common Stock issuable upon conversion of shares of Series B Preferred Stock
issuable upon exercise of Series B Placement Warrants owned directly by Dr.
Rosenwald. Such Series B Preferred Stock are convertible at a conversion rate
determined by dividing a the stated value of $100.00 per share by a conversion
price of $3.83 per share.
Securities beneficially owned also include 42,775 shares of Common Stock owned
by June Street Corporation and Huntington Street Corporation, of which Dr.
Rosenwald is the sole proprietor.
Securities beneficially owned also include an aggregate of 456,848 shares of
Common Stock owned directly by The Aries Master Fund, a Cayman Island exempted
company (the "Master Fund") and the Aries Domestic Fund, L.P. (the "Partnership"
and collectively with the Master Fund, the "Funds"), as well as an aggregate of
298,459 shares of Common Stock issuable upon conversion of shares of Series B
Preferred Stock held directly by the Funds or issuable upon exercise of Series B
Placement Warrants as well as upon exercise of Bridge Placement Warrants held by
each of the Funds, respectively. Dr. Rosenwald disclaims beneficial ownership of
such shares owned by the Funds, except to the extent of his pecuniary interest
therein, if any.
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