Filed pursuant to Rule 424(b)(3)
relating to Registration Statement No. 333-107836
DISCOVERY LABORATORIES, INC.
SUPPLEMENT DATED April 16, 2004
TO PROSPECTUS DATED AUGUST 11, 2003
This Supplement should be read in conjunction with the Prospectus dated
August 11, 2003, contained in Registration Statement No. 333-107836 of Discovery
Laboratories, Inc., as amended and supplemented by the Registration Statement
and Prospectus on Form S-3/A filed by us on August 21, 2003, and including the
exhibits thereto. The Selling Stockholder table contained in such Prospectus, as
amended, is supplemented, as set forth below, by (i) adding Kane & Co., as a new
Selling Stockholder and (ii) replacing the entries for OppenheimerFunds plc U.S.
Emerging Growth Fund, PharmaBio Development Inc., and Qfinance, Inc., with the
updated and additional information in the Selling Stockholders table set forth
in this Supplement. In connection with its rights under such warrants,
OppenheimerFunds has transferred all of its warrants to Kane. PharmaBio
Development has exercised its warrant and transferred the underlying shares of
common stock to its wholly-owned subsidiary, Qfinance.
Our common stock, par value $.001 per share, is listed on the Nasdaq
SmallCap Market under the symbol "DSCO". On April 14, 2004, the closing sale
price for the common stock, as reported on the Nasdaq SmallCap Market, was
$12.02. We advise you to obtain a current market quotation for the common stock.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
The Selling Stockholders may offer and sell a total of 8,288,369 shares
of common stock under the Prospectus. The shares being offered under the
Prospectus were acquired by the Selling Stockholders upon the transfer of
securities issued in connection with a private placement consummated by us in
June 2003. In connection with such private placement, we agreed to register the
shares sold in the private placement, including all shares issuable upon
warrants issued in the private placement, for the Selling Stockholders and their
assignees under the Securities Act of 1933.
The following table sets forth, to our knowledge, based on information
provided to us by the Selling Stockholders: the number of shares of common stock
owned by the Selling Stockholders; and the number of shares being offered by the
Selling Stockholders under the Prospectus.
All information with respect to share ownership in this Supplement has
been provided by the Selling Stockholders as of a recent date. Because the
Selling Stockholders may have sold, transferred or otherwise disposed of all or
a portion of the shares of common stock owned by the Selling Stockholders since
the date on which they provided us with the information regarding their
respective share ownership in transactions exempt from the registration
requirements of the Securities Act, no estimate can be given as to the number of
shares of common stock that will be held by the Selling Stockholders after the
offering.
The information appearing in the following table supplements or
supersedes in part the information in the table under the heading "Selling
Stockholders" in the Prospectus and was provided by or on behalf of the entity
named below, as of August 21, 2003.
SELLING STOCKHOLDERS
NUMBER OF
SHARES OF NUMBER OF TOTAL NUMBER OF
COMMON SHARES NUMBER OF SHARES TO BE PERCENTAGE
STOCK, NOT REPRESENTED SHARES OF PERCENTAGE OFFERED FOR NUMBER OF TO BE
INCLUDING BY COMMON BENEFICIALLY THE ACCOUNT SHARES TO BENEFICIALLY
WARRANTS, WARRANTS STOCK OWNED OF THE BE OWNED OWNED
BENEFICIALLY BENEFICIALLY BENEFICIALLY BEFORE SELLING AFTER THIS AFTER THIS
NAME OWNED OWNED OWNED OFFERING STOCKHOLDER OFFERING OFFERING
Kane and Co. 0 880 880 0 880 0 *
OppenheimerFunds plc US Emerging 4,400 0 4,400 0 4,400 0 *
Growth Fund
Qfinance, Inc. (as nominee for 1,276,210 840,566 2,116,776 5.43% 938,814 386,057 *
PharmaBio Development Inc.)(1)
PharmaBio Development Inc. 1,276,210 840,566 2,116,776 5.43% 791,705 386,057 *
(piggy-back)(1)
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* Less than 1%
(1) The Company has entered into a strategic alliance with Quintiles
Transnational Corp, and its affiliate, PharmaBio Development Inc. to develop a
sales & marketing capability to commercialize Surfaxin for neonatal indications
in the United States.
The information contained in this table reflects "beneficial" ownership of our
securities within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934. On March 31, 2004, we had 43,914,649 (not including treasury shares)
shares of common stock outstanding. Beneficial ownership information reflected
in the table includes shares of common stock issuable upon the exercise of
outstanding warrants.
Please keep this supplement with your Prospectus.
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