Filed pursuant to Rule 424(b)(3)
File Number 333-96739
Prospectus Supplement No. 1
Antares Pharma, Inc.
3,555,556 Shares of Common Stock
This prospectus supplement supplements the prospectus dated October 10,
2002 of Antares Pharma, Inc. relating to the sale by certain of our shareholders
(including their pledgees, donees, assignees, transferees, successors and others
who later hold any of the shareholders' interests) of the shares of our common
stock issuable upon conversion of our 10% Secured Convertible Debentures. You
should read this prospectus supplement in conjunction with the prospectus, and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supercedes the
information contained in the prospectus.
RECENT EVENTS
On February 7, 2003, we completed a restructuring of our outstanding
10% Secured Convertible Debentures. As part of this restructuring, Xmark Fund,
LP and Xmark Fund, Ltd. loaned us $621,024.92, which we used to repurchase the
aggregate outstanding principal amount of such debentures previously sold to AJW
Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and OTATO Limited
Partnership, including accrued interest and a repurchase premium. As a result,
the 10% debentures previously issued to each of the AJW entities and OTATO no
longer remain outstanding.
Additionally, in exchange for the surrender by Xmark Fund, LP, Xmark
Fund, Ltd. and SDS Merchant Fund, LP of their 10% debentures, we also issued to
each of them our Amended and Restated 8% Senior Secured Convertible Debentures
in the aggregate principal amount of $992,230.37. The 8% debentures contain
substantially the same terms as the 10% debentures, except that they include a
fixed conversion price of $.50 per share and accrue interest at a rate of 8% per
annum. As a result of our repurchase and exchange of the 10% debentures and our
issuance of the 8% debentures, we are amending the Selling Shareholder
information in the prospectus.
We also issued 8% Senior Secured Convertible Debentures to the Xmark
funds in exchange for the cancellation by the funds of the promissory note we
issued to them in connection with the money they loaned us to repurchase the 10%
debentures referred to above. These debentures contain identical terms to the 8%
debentures referred to above. Finally, in connection with these transactions, we
issued warrants to purchase an aggregate of 2,932,500 shares of our common stock
to the Xmark funds and SDS. We intend to separately register the shares of our
common stock issuable upon conversion of the new 8% debentures and exercise of
the warrants.
We previously registered for resale an aggregate of 3,555,556 shares of
our common stock issuable upon conversion of the 10% debentures. Prior to the
restructuring transaction discussed above, the holders of the debentures
converted a portion of the principal amount thereof into 1,646,116 shares of our
common stock, of which 1,574,305 shares were sold pursuant to the prospectus.
Thus, the number of registered shares remaining for resale under the original
prospectus is 1,981,251.
The information contained in the prospectus under the heading, "Selling
Shareholders," is hereby amended as follows:
SELLING SHAREHOLDERS
Based on information provided by the selling shareholders, the
following table lists the selling shareholders and other information regarding
their beneficial ownership of shares of our common stock. The following table
sets forth (i) the number of shares of common stock beneficially owned by each
selling shareholder at February 18, 2003, assuming conversion of all of the 8%
debentures owned by each selling shareholder; (ii) the number of shares of
common stock to be offered for resale by each selling shareholder; and (iii) the
number and percentage of outstanding shares of common stock to be held by each
selling shareholder after the completion of the offering (assumes the sale of
all shares offered pursuant to the prospectus and this prospectus supplement).
Number of shares of Shares Owned after
Common Stock Number of shares Completion of Offering (1)
beneficially owned at of Common Stock to -------------------------------
Name February 18, 2003 (1) be Offered (1) Number Percentage
---- --------------------- -------------- ------ ----------
OTATO Limited Partnership (2) 64,001 64,001 0 0%
Xmark Fund, LP (3) 236,399 236,399 0 0%
Xmark Fund, Ltd. (4) 776,886 776,886 0 0%
SDS Merchant Fund, LP (5) 903,965 903,965 0 0%
1,981,251 1,981,251 0 0%
----------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Each entity named in the
table has sole voting and investment power, exercised by the
individuals indicated in the following footnotes, with respect to all
shares of stock listed as owned by such entity.
(2) OTATO Limited Partnership is a limited partnership for which OTA Grand
Cayman, Inc., a Delaware corporation, is the general partner. By reason
of such relationship, OTA Grand Cayman, Inc. may be deemed to share
voting the dispositive power over the shares of common stock
beneficially owned by OTATO Limited Partnership. As of August 1, 2002,
Messrs. Frederick Berdon and Paul Masters, registered representatives
of a registered broker-dealer at which OTATO Limited Partnership
maintains a brokerage account, have discretionary authority to trade
the shares included in the table. By reason of such discretionary
authority, these individuals may be deemed to share dispositive power
over the shares of stock beneficially owned by OTATO Limited
Partnership. The number of shares listed for OTATO Limited Partnership
represents shares issued to OTATO upon its conversion of a portion of
the 10% debentures prior to our repurchase of the 10% debentures.
(3) Xmark Fund, L.P., a Delaware limited partnership, is a private
investment fund that is owned by its investors and managed by its
general partner, Brown Simpson Capital, L.L.C., a Delaware limited
liability company. Brown Simpson Capital, L.L.C., of which Mitchell D.
Kaye is the managing member, has voting and investment control over the
shares owned by Xmark Fund, L.P. The number of shares listed for Xmark
Fund, L.P. represents shares issuable to Xmark Fund, L.P. upon
conversion of the 8% debentures.
(4) Xmark Fund, Ltd., a Cayman Islands corporation, is a private investment
fund that is owned by its investors and managed by Brown Simpson Asset
Management, LLC, a Delaware limited liability company. Brown Simpson
Asset Management, LLC, of which Mitchell D. Kaye is the managing
member, has voting and investment control over the shares owned by
Xmark Fund, Ltd. The number of shares listed for Xmark Fund, Ltd.
represents shares issuable to Xmark Fund, Ltd. upon conversion of the
8% debentures.
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(5) SDS Merchant Fund, L.P. is a limited partnership of which SDS Capital
Partners, LLC is the general partner. Steve Darby is the managing
member of SDS Capital Partners, LLC, and exercises voting and
investment control over the shares owned by SDS Merchant Fund, L.P. The
number of shares listed for SDS Merchant Fund, L.P. represents 7,810
shares issued to SDS upon its conversion of a portion of the 10%
debentures prior to its surrender of the 10% debentures, and 896,155
shares issuable to SDS upon conversion of the 8% debentures.
The information contained in the prospectus under the heading, "Certain
Information About the Selling Shareholders," is hereby amended as follows:
CERTAIN INFORMATION ABOUT THE SELLING SHAREHOLDERS
The number of shares set forth in the table for the selling
shareholders represents the number of shares of our common stock issuable upon
conversion of the 8% debentures, assuming a $.50 per share conversion price. In
addition, the actual number of shares of common stock offered in this prospectus
supplement, and included in the registration statement of which the prospectus
was originally a part, includes such additional number of shares of common stock
as may be issued or issuable upon conversion of the 8% debentures by reason of
any stock split, stock dividend or similar transaction involving the common
stock, in accordance with Rule 416 under the Securities Act of 1933, as amended.
Under the terms of the 8% debentures, the 8% debentures are convertible
by any holder only to the extent that the number of shares of common stock
issuable pursuant to such securities, together with the number of shares of
common stock owned by such holder and its affiliates (but not including shares
of common stock underlying unconverted shares of debentures) would not exceed
9.99% of the then outstanding common stock as determined in accordance with
Section 13(d) of the Exchange Act.
Investing in the shares of common stock involves risks that are
described in the "Risk Factors" section beginning on page 2 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 18, 2003.
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