Filed
Pursuant to Rule 424(b)(3)
Registration No.
333-113997
PROSPECTUS
SUPPLEMENT
(to prospectus dated May 26,
2004
and supplemented October 18,
2004)
Vion Pharmaceuticals,
Inc.
17,242,308 Shares of Common
Stock
This document supplements the
prospectus dated May 26, 2004 and supplemented
October 18, 2004 relating to the sale of 17,242,308 shares of
our common stock. We are not selling any shares; the stockholders named
in the prospectus are offering their shares. This prospectus supplement
is incorporated by reference into the prospectus.
This
supplement amends the table of selling stockholders on page 13 of the
prospectus to reflect the following
transfers:
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• |
A warrant to purchase 48,654
shares of common stock from Orion Biomedical Fund, LP to Valesco
Healthcare Partners I, L.P. The warrant has an exercise price of $3.25
per share of common stock. |
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• |
A warrant to
purchase 78,269 shares of common stock from Orion Biomedical Fund, LP
to Valesco Healthcare Partners II, L.P. The warrant has an exercise
price of $3.25 per share of common
stock. |
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• |
A warrant to purchase 46,856
shares of common stock from Orion Biomedical Fund, LP to Valesco
Healthcare Overseas, Ltd. The warrant has an exercise price of $3.25
per share of common stock. |
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• |
A warrant to
purchase 37,760 shares of common stock from Orion Biomedical Offshore
Fund, LP to Valesco Healthcare Overseas, Ltd. The warrant has an
exercise price of $3.25 per share of common stock. |
See
‘‘Risk Factors,’’ which begins of page 6 of
the accompanying prospectus, for certain information that should be
considered by prospective investors.
Neither the
Securities and Exchange Commission nor any state securities commission
has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The date of this
Prospectus Supplement is March 30,
2006
SELLING
STOCKHOLDERS
This prospectus relates to the registration of
17,242,308 shares of common stock of Vion for resale by certain selling
stockholders. The following table contains certain information about
the selling stockholders and the shares of common stock that they are
offering pursuant to this
prospectus.
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| Selling
Stockholder |
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Number of Shares
of Common
Stock
Beneficially Owned
Prior to Offering |
|
Number of
Shares
of Common Stock
Registered Herein |
|
% of
Common
Stock After
Offering* |
|
Number of Shares
of
Common Stock
Beneficially
Owned After this
Offering
(1) |
| Alexandra Global Master Fund
Ltd. |
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1,875,000 |
(2) |
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1,875,000 |
(2) |
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0 |
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| Atlas
Equity I,
Ltd. |
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918,414 |
(3) |
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480,769 |
(4) |
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437,645 |
(5) |
| Cohanzick
Partners,
LP |
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317,714 |
(6) |
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32,000 |
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285,714 |
(7) |
| Cohanzick
Absolute Return Master Fund,
Ltd. |
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40,770 |
(8) |
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40,770 |
(8) |
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0 |
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| Gabriel
Capital,
L.P. |
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399,999 |
(9) |
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399,999 |
(9) |
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0 |
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| DKR
Saturn Holding Fund
Ltd. |
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20,750 |
(10) |
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20,750 |
(10) |
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0 |
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| DKR
Saturn Event Driven Holding Fund
Ltd. |
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104,250 |
(11) |
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104,250 |
(11) |
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0 |
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| FrontPoint
Healthcare Fund,
L.P. |
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800,000 |
(12) |
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500,000 |
(12) |
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300,000 |
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| Galleon
Healthcare Offshore,
Ltd. |
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3,055,900 |
(13) |
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2,175,000 |
(13) |
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1.58 |
% |
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880,900 |
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| Galleon
Healthcare Partners,
L.P. |
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444,150 |
(14) |
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325,000 |
(14) |
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119,150 |
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| Galleon
Captain's Partners,
L.P. |
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299,050 |
(15) |
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275,000 |
(15) |
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24,050 |
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| Galleon
Captain's Offshore,
Ltd. |
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1,060,950 |
(16) |
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975,000 |
(16) |
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85,950 |
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| The
Jay Goldman Master
L.P. |
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892,500 |
(17) |
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750,000 |
(17) |
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142,500 |
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| Topaz
Partners |
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1,250,000 |
(18) |
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1,250,000 |
(18) |
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0 |
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| Langley
Partners,
L.P. |
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3,446,170 |
(19) |
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1,808,000 |
(19) |
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2.93 |
% |
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1,638,170 |
(7) |
| Orion
Biomedical Offshore Fund, LP
(20) |
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151,038 |
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151,038 |
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0 |
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| Orion
Biomedical Fund, L.P.
(20) |
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695,116 |
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695,116 |
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0 |
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| Perceptive
Life Sciences Master Fund,
Ltd. |
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1,592,608 |
(21) |
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1,442,308 |
(21) |
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150,300 |
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| Portside
Growth and Opportunity Fund
(22) |
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766,483 |
(23) |
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480,769 |
(24) |
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285,714 |
(7) |
| SAC
Capital Associates,
LLC |
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2,500,000 |
(25) |
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2,500,000 |
(25) |
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0 |
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| Sands
Point Partners,
LP |
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103,150 |
(26) |
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68,750 |
(26) |
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34,400 |
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| Off
Sands Point
LTD |
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90,350 |
(27) |
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56,250 |
(27) |
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34,100 |
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| Valesco
Healthcare Partners I, L.P.
(28) |
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48,654 |
(29) |
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48,654 |
(29) |
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0 |
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| Valesco
Healthcare Partners II, L.P.
(28) |
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78,269 |
(30) |
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78,269 |
(30) |
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0 |
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| Valesco
Healthcare Overseas, Ltd.
(28) |
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84,616 |
(31) |
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84,616 |
(31) |
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0 |
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| Viking
Global Equities
LP |
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394,050 |
(32) |
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316,250 |
(32) |
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77,800 |
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| VGE
III Portfolio
Ltd. |
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382,950 |
(33) |
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308,750 |
(33) |
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74,200 |
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| TOTAL |
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17,242,308 |
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| * |
Unless
otherwise listed, less than 1%. The percentage of ownership of
common stock is based on 55,391,887 shares of common stock outstanding
as of August 31, 2004 and excludes all shares of common
stock issuable upon the exercise of outstanding options or warrants to
purchase common stock, other than the shares of common stock issuable
upon the exercise of warrants to purchase common stock held by the
named entity. |
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| (1) |
Assumes sale of all of the
shares of common stock offered hereby. |
1
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| (2) |
Includes 375,000
shares of common stock issuable upon the exercise of
warrants. |
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| (3) |
Includes 418,699 shares of
common stock issuable upon the exercise of
warrants. |
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| (4) |
Includes 96,154 shares of common
stock issuable upon the exercise of
warrants. |
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| (5) |
Includes 322,545 shares of
common stock issuable upon the exercise of
warrants. |
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| (6) |
Includes 285,714 shares of
common stock issuable upon the exercise of
warrants. |
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| (7) |
Represents shares of common
stock issuable upon the exercise of
warrants. |
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| (8) |
Includes 8,154 shares of common
stock issuable upon the exercise of
warrants. |
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| (9) |
Includes 80,000 shares of common
stock issuable upon the exercise of
warrants. |
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| (10) |
Includes 4,150 shares of common
stock issuable upon the exercise of warrants. DKR Saturn Management
L.P. is the investment manager, and has retained Mike Cotton to act as
manager, to DKR Saturn Holding Fund Ltd. As such, DKR Saturn Management
Company LP and Mike Cotton may be deemed to have shared dispositive
power over the shares of common stock stated as beneficially owned by
DKR Saturn Holding Fund Ltd. |
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| (11) |
Includes
20,850 shares of common stock issuable upon the exercise of warrants.
DKR Saturn Management L.P. is the investment manager, and has retained
Ron Phillips to act as manager, to DKR Saturn Event Driven Holding Fund
Ltd. As such, DKR Saturn Management Company LP and Ron Phillips may be
deemed to have shared dispositive power over the shares of common stock
stated as beneficially owned by DKR Saturn Event Driven Holding Fund
Ltd. |
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| (12) |
Includes 100,000 shares of common
stock issuable upon the exercise of
warrants. |
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| (13) |
Includes 435,000 shares of
common stock issuable upon the exercise of warrants. Galleon
Management, L.P. is the investment manager for Galleon Healthcare
Offshore, Ltd. and, as such, may be deemed to have dispositive power
over the shares of common stock stated as beneficially owned by Galleon
Healthcare Offshore, Ltd. |
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| (14) |
Includes 65,000
shares of common stock issuable upon the exercise of
warrants. |
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| (15) |
Includes 55,000 shares of
common stock issuable upon the exercise of
warrants. |
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| (16) |
Includes 195,000 shares of
common stock issuable upon the exercise of
warrants. |
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| (17) |
Includes 150,000 shares of
common stock issuable upon the exercise of
warrants. |
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| (18) |
Includes 250,000 shares of
common stock issuable upon the exercise of
warrants. |
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| (19) |
Includes (i) 300,000 shares of
common stock issuable upon the exercise of warrants, (ii) 300,000
shares of common stock issuable upon the exercise of the warrant
transferred from Rodman & Renshaw, Inc. and (iii) 8,000 shares of
common stock issuable upon exercise of the warrant transferred from
Cohanzick Partners, LP. Langley Capital, LLC is the general partner of
Langley L.P. Jeffrey Thorp is the sole member and manager of Langley
Capital, LLC. Langley Management, LLC is the investment manager of
Langley L.P. Mr. Thorp holds a 99.9% membership interest
in Langley Management, LLC and is the sole manager thereof. As a
result, each of Langley Management, LLC, Langley Capital, LLC and Thorp
may be deemed to share dispositive power over the shares of common
stock stated as beneficially owned by Langley
L.P. |
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| (20) |
Lindsay A. Rosenwald is the managing
member to Orion BioMedical GP, LLC. Orion BioMedical GP, LLC is the
managing member to each of Orion BioMedical Fund, LP and Orion
Biomedical Offshore Fund, LP. As such, Dr. Rosenwald has sole
voting and dispositive power over the securities held by Orion
BioMedical Fund, LP and Orion Biomedical Offshore Fund,
L.P. |
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| (21) |
Includes 288,462 shares of common
stock issuable upon the exercise of
warrants. |
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| (22) |
The investment advisor to
Portside Growth and Opportunity Fund is Ramius Capital Group, LLC. The
managing member of Ramius Capital Group, LLC is C4S & Co., the
managing |
2
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members of which are Peter Cohen, Morgan
Stark, Thomas Strauss and Jeffrey Solomon. As such, Messrs. Cohen,
Stark, Strauss and Solomon may be deemed beneficial owners of the
shares of common stock stated as beneficially owned by Portside Growth
and Opportunity Fund. Messrs. Cohen, Stark, Stauss and Solomon disclaim
beneficial ownership of such shares of common
stock. |
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| (23) |
Includes 381,868 shares of common
stock issuable upon the exercise of
warrants. |
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| (24) |
Includes 96,154 shares of
common stock issuable upon the exercise of
warrants. |
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| (25) |
Includes 500,000 shares of
common stock issuable upon the exercise of warrants. Each of S.A.C.
Capital Advisors, LLC, a Delaware limited liability company
(‘‘SAC Capital Advisors’’) and S.A.C.
Capital Management, LLC, a Delaware limited liability company
(‘‘SAC Capital Management’’) share all
investment and voting power with respect to the securities held by
S.A.C. Capital Associates, LLC. Mr. Steven A.
Cohen controls both SAC Capital Advisors and SAC Capital Management. By
reason of such relationships, SAC Capital Advisors, SAC Capital
Management and Mr. Cohen may be deemed to share dispositive
power over the shares of common stock stated as beneficially owned by
S.A.C. Capital Associates. Each of SAC Capital Advisors, SAC Capital
Management and Mr. Cohen disclaims beneficial ownership of such
shares of common stock. |
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| (26) |
Includes 13,750
shares of common stock issuable upon the exercise of
warrants. |
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| (27) |
Includes 11,250 shares of
common stock issuable upon the exercise of
warrants. |
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| (28) |
Keith Maher is the
portfolio manager to (a) Valesco Healthcare GP, LLC and (c) Valesco
Healthcare Management GP, LLC. Valesco Healthcare GP, LLC is the
general partner of both Valesco Healthcare Partners I, LP and Valesco
Healthcare Partners II, LP. Valesco Healthcare Management GP, LLC is
the managing member to the investment advisor of Valesco Healthcare
Overseas, Ltd. As such, Keith Maher has sole voting and dispositive
power over the securities held by Valesco Healthcare Partners I, LP,
Valesco Healthcare Partners II, LP and Valesco Healthcare Overseas,
Ltd. |
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| (29) |
Includes 48,654 shares of
common stock issuable upon the exercise of warrants transferred from
Orion Biomedical Fund,
L.P. |
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| (30) |
Includes 78,269 shares of
common stock issuable upon the exercise of warrants transferred from
Orion Biomedical Fund, L.P. |
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| (31) |
Includes
46,856 shares of common stock issuable upon the exercise of warrants
transferred from Orion Biomedical Fund, L.P. and 37,760 shares of
common stock issuable upon the exercise of warrants transferred from
Orion Biomedical Offshore Fund,
LP. |
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| (32) |
Includes 63,250 shares of common
stock issuable upon the exercise of
warrants. |
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| (33) |
Includes 61,750 shares of
common stock issuable upon the exercise of
warrants. |
3