Taxus Cardium Pharm Group Inc (fka CRXM)

[califax]

PRELIMINARY PROSPECTUS SUPPLEMENT



Prospectus filed pursuant to Rule 424(b)(5) (424B5)

Date : 02/17/2010 @ 6:08AM
Source : Edgar (US Regulatory)
Stock : (CXM)

http://ih.advfn.com/p.php?pid=nmona&cb=1266416511&article=41586656&symbol=A^CXM

Table of Contents

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.



Filed Pursuant to Rule 424(b)(5)
File No. 333-147947

SUBJECT TO COMPLETION

DATED: February 17, 2010

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated December 19, 2007)

"LOGO"

Up to $10,000,000 of Units

With Each Unit Consisting of Ten Shares of Common Stock and

a Warrant to Purchase Five Shares of Common Stock

$ Per Unit





We are offering up to $10,000,000 of units, each unit consisting of ten shares of our common stock, par value $0.0001 per share, and a warrant to purchase five shares of our common stock. Each warrant entitles its holder to purchase five shares of our common stock at an exercise price of $ per share and will be exercisable at any time on or after six months from the date of issuance for a period of five years from that date. Units will not be issued or certificated. The units will separate immediately and the common stock and warrants will be issued separately and the common stock will trade separately. The units are being offered and sold at a price of $ per unit. The price per unit is being allocated as $ per share of common stock and $0.01 per warrant.

This is a reasonable best efforts offering by us, with Dawson James Securities, Inc. acting as our exclusive placement agent. We have entered into a letter agreement with the placement agent, relating to the units offered by this prospectus supplement. The placement agent is not purchasing or selling any securities pursuant to this prospectus supplement or the accompanying prospectus, nor is it required to sell any specific number or dollar amount of the securities offered hereby, but will use its reasonable best efforts to arrange for the sale of the securities being offered. See the section entitled “Plan of Distribution” beginning on page S-17 of this prospectus supplement for more information regarding these arrangements. The placement agent will receive compensation for sales of the securities offered hereby at a fixed commission rate of 7.0% of the gross proceeds of the offering. We also agreed to issue the placement agent warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate shares of common stock sold in this offering at an exercise price of 125% of the offering price described herein. The warrants issued to the placement agent will be exercisable upon the six month anniversary of their date of issuance through December 19, 2012.

At the election of us and Dawson James Securities, Inc., we may elect to increase the aggregate offering amount in this offering by up to 20%, not to exceed $12,000,000 in the aggregate.

We have not arranged to place the funds received from this offering in an escrow, trust or similar account. We will open and maintain an account at the clearing agent designated by Dawson James Securities, Inc. to facilitate the transactions contemplated by the letter agreement. At the closing of the offering, purchasers will make payments directly to that account and we will issue and deliver the securities. We expect the closing to occur on or about March 5, 2010. Our common stock is traded on the NYSE Amex under the symbol “CXM”. We do not intend to apply for listing of the warrants on any securities exchange. On February 16, 2010, the closing sale price of our common stock was $0.69 per share.

Investing in our common stock involves risks. Before investing in our common stock you should carefully consider the risk factors described in “ Risk Factors ” in this prospectus supplement beginning on page S-9, and in other documents incorporated by reference, including our Annual Report on Form 10-K for our fiscal year ended December 31, 2008.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We urge you to carefully read this prospectus supplement and the accompanying prospectus which will describe the terms of the offering before you make your investment decision.





DAWSON JAMES SECURITIES, INC.

The date of this prospectus supplement is February , 2010

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