| Prospectus Supplement No. 4, dated November 26, 2001, to Prospectus, dated June 30, 2000. | Rule 424(c) File No. 333-33242 |
ALLIANCE PHARMACEUTICAL CORP.
Shares of Common Stock
This prospectus supplement relates to the public offering of shares of our common stock by the selling shareholders named in the Selling Shareholder Table in the prospectus referred to above. The shares are all issuable upon exercise of our warrants referred to in the Selling Shareholder Table. The number of shares covered by the prospectus (and set forth in the table below) have been adjusted to reflect a change in the number of shares issuable upon conversion of the warrants due to a one-for-five reverse split of our common stock that became effective October 18, 2001, as a result of which the warrant exercise price has been adjusted from $3.675 per share to $18.375 per share.
The Selling Shareholder Table in the prospectus referred to above is hereby amended to reflect the partial transfer of a warrant by Roth Capital Partners, one of the selling shareholders listed in the Selling Shareholder Table, and the corresponding change in the beneficial ownership of our shares. The warrant retained by Roth Capital Partners and the warrant issued to reflect the partial transfer, both now dated September 8, 2000, are owned as follows:
Number of
shares of
Common Stock
Number of Shares of Common to be Offered Acquisition of
Stock Beneficially Owned by this Number of Shares of Common Common Stock
Selling Before Offering (1) Prospectus Stock Beneficially Owned After Offered by this
Shareholders --------------------------- -------------- the Offering Prospectus
------------ Number Percentage(2) Number Percentage(2) -----------------
------ ---------- ------ ----------
Roth Capital 1,682,085 11.3% 531,505 1,150,580(3) 7.7% Represents
Partners common stock
underlying a
warrant dated
September 8,
2000,
exercisable at
$18.375 per
share.
David Allen 107,768 * 107,768 0 * Represents
Walters, Marian common stock
Krogius Walters underlying a
and David B. warrant dated
Hehn, Trustees of September 8,
the DMW 2000 2000,
Trust, dated exercisable at
February 8, 2000 $18.375 per
share.
* Indicates ownership of less than 1% of outstanding shares.
(1) Includes the shares of common stock underlying the warrants and being offered by this prospectus.
(2) Based on 14,862,217 shares of our common stock outstanding as of November 16, 2001, 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.
(3) Represents shares of common stock underlying warrants, dated October 30, 2001, exercisable at $4.20 per share and shares of common stock acquired October 30, 2001.