| Prospectus Supplement No. 3, dated October 6, 2000, to Prospectus, dated June 30, 2000. | Rule 424(c) File No. 333-33242 |
ALLIANCE PHARMACEUTICAL CORP.
Common Stock
This prospectus supplement relates to the public offering of shares of our common stock by the selling shareholders named in the prospectus referenced above.
The Selling Shareholder Table in the prospectus referenced above is hereby modified. The 5% subordinated convertible debentures formerly owned by Brown Simpson Strategic Growth Fund, Ltd. and Brown Simpson Strategic Growth Fund, L.P. have been transferred and are now owned by Brown Simpson Partners I Ltd. as follows:
Number of
---------
Shares of
---------
Common Stock Number of Shares Number of Shares Acquisition of
------------ ---------------- ---------------- --------------
Beneficially of Common Stock of Common Stock Common Stock
------------ --------------- --------------- ------------
Owned Before to be Offered Beneficially Owned offered by
------------ ------------- ------------------ -----------
Selling Shareholders Offering(1) by this Prospectus After the Offering(2) this Prospectus
- -------------------- ----------- ------------------ -------------------- ---------------
Number Percentage
------ ----------
Brown Simpson 1,302,728 777,202 525,526 -0- Represents common
Partners I Ltd. stock underlying four-
year, 5% subordinated
convertible debentures,
dated February 11,
2000, convertible at
$9.65 per share.
* Indicates ownership of less than 1% of outstanding shares
| (1) (2) | Includes the shares of common stock underlying the warrants, 5% subordinated convertible debentures, 6% subordinated convertible notes and Series D Preferred Stock being offered by this prospectus. Based on 50,384,120 shares of Alliance’s common stock outstanding and which number assumes the sale of all the shares of common stock registered under this prospectus to persons who are not affiliates of the selling shareholders. |