Cardiovascular Biotherapeutics (CVBT) Inactive
Filed: 3 Jan 07, 12:00am
Prospectus Supplement filed under Rule 424(b)(3)
in connection with Registration No. 333-133656
PROSPECTUS SUPPLEMENT NO. 2 DATED December 31, 2006
(To Prospectus Dated June 12, 2006)
CARDIOVASCULAR BIOTHERAPEUTICS, INC.
This Prospectus Supplement No. 2 supplements information contained in that certain Prospectus, dated June 12, 2006 (the “Prospectus”), relating to the offer and sale by certain selling stockholders of up to 9,070,085 shares of CardioVascular BioTherapeutics, Inc.’s common stock. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
On December 31, 2006, Gaia Offshore Master Fund, Ltd. changed its name to Promethean I Master Ltd. Further, on December 31, 2006, Caerus Partners LLC acquired from Caerus Fund Ltd. convertible notes in the aggregate principal amount of $174,663.96 and warrants to acquire an aggregate of 7,059 shares of our common stock. The following table amends and supplements, as of December 31, 2006, the information set forth in the Prospectus under the caption “Selling Security Holders” by adding the disclosure for Caerus Partners LLC, and with respect to Promethean I Master Ltd., f/k/a Gaia Offshore Master Fund, Ltd., the information contained herein supersedes the information provided for Gaia Offshore Master Fund, Ltd. contained in the Prospectus:
(A) Name of Selling Security Holder | (B) Shares of Common (1) | (C) Securities Being offered by Selling | (D) Number of Shares | (E) Percentage of | ||||||
| Warrants | Shares of Common Stock | |||||||||
Promethean I Master Ltd. (2) | 573,510 | — | 1,849,913 | 0 | 0 | |||||
Caerus Partners LLC (2) | 22,058 | — | 71,150 | 0 | 0 | |||||
| (1) | Represents shares that may be acquired upon conversion of senior secured notes (including principal thereof and interest thereon) and exercise of warrants within 60 days of December 31, 2006. This does not reflect any limitations on conversion or exercise contained in the notes or warrants. |
| (2) | Promethean Asset Management, LLC, a New York limited liability company (“Promethean”), serves as investment manager to each of Promethean I Master Ltd. (“Promethean I”) and Caerus Partners LLC (“Caerus Partners”) and may be deemed to share beneficial ownership of the shares beneficially owned by Promethean I and Caerus Partners. Promethean disclaims beneficial ownership of the shares beneficially owned by Promethean I and Caerus Partners. Mr. James F O’Brien, Jr. indirectly controls Promethean. Mr. O’Brien disclaims beneficial ownership of the shares |
beneficially owned by Promethean, Promethean I and Caerus Partners. Each of Promethean I and Caerus Partners has advised CardioVascular BioTherapeutics that (i) it is not a broker-dealer, (ii) it does not control and is not controlled by a registered broker-dealer, (iii) it is an affiliate of a registered broker-dealer due solely to its being under common control with a registered broker-dealer, (iv) the broker-dealer that is an affiliate of such selling stockholder was not involved in the acquisition of the securities, and will not be involved in the ultimate sale, of the securities, (v) it acquired the securities in the ordinary course of its business, and (vi) at the time such selling stockholder acquired the securities, it was not a party to any agreement or other understanding to distribute the securities, directly or indirectly. |
The Prospectus, together with this Prospectus Supplement, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the common stock issuable upon conversion or exercise of the notes or warrants. All references in the prospectus to “this prospectus” are amended to read “this prospectus (as supplemented and amended).”
This Prospectus Supplement is dated December 31, 2006