Filed Pursuant to Rule 424(b)(3)
File No. 333-126399
PROSPECTUS SUPPLEMENT NO. 2
to Prospectus dated
December 15, 2006
as supplemented by
Prospectus Supplement No. 1 dated January 24, 2007
BIONOVO, INC.
This Prospectus Supplement No. 2 supplements our Prospectus dated December
15, 2006 as supplemented by Prospectus Supplement No. 1 dated January 24, 2007.
The shares that are the subject of the Prospectus have been registered to permit
their resale to the public by the selling stockholders named in the Prospectus.
We are not selling any shares of common stock in this offering and therefore
will not receive any proceeds from this offering, except upon exercise of the
warrants.
Our common stock is quoted on the OTC Bulletin Board under the symbol
BNVI.OB. On February 26, 2007, the closing price for our common stock on the OTC
Bulletin Board was $5.85.
This Prospectus Supplement includes the attached Current Report dated
January 30, 2007 on Form 8-K of Bionovo, Inc., as filed by us with the
Securities and Exchange Commission.
YOU SHOULD READ THE PROSPECTUS, THIS PROSPECTUS SUPPLEMENT NO. 2 AND
PROSPECTUS SUPPLEMENT NO. 1 CAREFULLY BEFORE YOU INVEST, INCLUDING THE RISK
FACTORS WHICH BEGIN ON PAGE 4 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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 date of this Prospectus Supplement is February 27, 2007.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 30, 2007
Bionovo, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-50073 87-0576481
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
5858 Horton Street, Suite 375
Emeryville, California 94608
(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 601-2000
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(1) Merger Involving Independent Accountants
(i) On January 30, 2007, we were informed by Pohl, McNabola, Berg
& Co., LLP ("PMB"), the independent registered public
accounting firm for Bionovo, Inc. (the "Company"), that
effective January 22, 2007 PMB has consummated a merger with
Helin, Donovan, Trubee & Wilkinson, LLP ("HDTW"). HDTW is
located in Austin, Texas, and is also registered with the
Public Company Accounting Oversight Board (United States). The
name of the post-merger firm is PMB Helin Donovan, LLP
("PMB+HD").
(ii) This Form 8-K is to disclose that PMB+HD succeeds PMB as our
independent registered auditor.
(iii) PMB's report on our consolidated financial statements as of
and for the fiscal year ended December 31, 2005 did not
contain an adverse opinion or a disclaimer of opinion, nor was
such report qualified or modified as to uncertainty, audit
scope or accounting principles. PMB did not audit our
consolidated financial statements for the fiscal year ended
December 31, 2004.
(iv) The report of PMB on the Company's financial statements for
the most recent fiscal year did not contain an adverse opinion
or a disclaimer of opinion, nor was such report qualified or
modified as to uncertainty, audit scope or accounting
principles.
(1) During the Company's most recent fiscal year and through
January 30, 2007, there were no disagreements with PMB
on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of PMB, would have caused them to make
reference thereto in their report on the financial
statements for such periods.
(2) During the Company's most recent fiscal year and through
January 30, 2007, there have been no reportable events
(as defined in Regulation S-B Item 304(a)(1)(iv)(B)).
(v) The Company has requested that PMB furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether or not PMB agrees with the above statements. A copy of
PMB's letter required by Item 304(a)(3) of Regulation S-B is
filed as Exhibit 16 to this Form 8-K.
(2) During the Company's two most recent fiscal years and through
January 30, 2007, neither the Company, nor anyone on its behalf,
consulted with HDTW regarding either the application of accounting
principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's
financial statements; or any matter that was either a subject of
disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-B
and the related instructions to that Item) or a reportable event (as
described in Item 304(a)(1)(iv)(B) of Regulation S-B).
(3) We have notified the members of our Board of Directors and the Audit
Committee of the facts set forth in this report on Form 8-K,
including that PMB+HD has succeeded PMB as our independent
registered auditor, and the Board of Directors and Audit Committee
have approved of the succession.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None
(b) Pro forma financial information.
None
(c) Shell company transactions.
None
(d) Exhibits
16 Letter regarding change in certifying accountant.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bionovo, Inc.
Date: January 30, 2007 By: /s/ James P. Stapleton
----------------------------------
James P. Stapleton
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequential
Number Page Number
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16 Letter regarding change in certifying accountant. 4
3
Exhibit 16
[Pohl, McNabola, berg & Co., LLP LETTERHEAD]
January 30, 2007
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Commissioners:
We have read the statements made by Bionovo, Inc. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report to be filed for the month of January
2007. We agree with such statements made insofar as they relate to our Firm.
Very truly yours,
/s/ Pohl, McNabola, berg & Co., LLP
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Pohl, McNabola, berg & Co., LLP