Talon Therapeutics Inc (fka TLON)

[brick1981]

Baggers,

The proxy statement that Talon filed this morning with the SEC gives a detail description of why they are increasing the a/s from 350 million to 600 million. I have attached a link below.

Pursuant to the terms of the Investment Agreement,we issued and sold to the Warburg Pincus Purchasers an aggregate of 99,000 shares and to the Deerfield Purchasers an aggregate of 11,000 shares of our Series A-2 Convertible Preferred Stock, which we sometimes refer to herein as the Series A-2 Preferred, at a per share price of $100, resulting in total gross proceeds to us of $11 million. The Investment Agreement also provides that the Purchasers have the right, but not the obligation, to purchase up to an aggregate of 600,000 shares of Series A-3 Preferred, at a per share price of $100, which would result in aggregate gross proceeds to us of up to an additional $60 million.

Our certificate of incorporation currently authorizes the issuance of 350 million shares of common stock. On January 9, 2012, immediately prior to our entry into the Investment Agreement, there were approximately 21.8 million shares of our common stock issued and outstanding, 85.6 million shares of our common stock reserved for issuance upon conversion of 412,562 outstanding shares of Series A-1 Convertible Preferred Stock, which we sometimes refer to herein as Series A-1 Preferred, 2.0 million shares of our common stock reserved for issuance pursuant to outstanding warrants and an additional 9.3 million shares of our common stock reserved for issuance pursuant to our option plans and equity incentive programs. Consequently, prior to our entry into the Investment Agreement, we had only approximately 231.4 million shares of our common stock available for issuance, which is sufficient to satisfy the conversion rights of the Series A-2 Preferred, but insufficient to fully satisfy the conversion rights of the Series A-3 Preferred issuable under the Investment Agreement.

http://ih.advfn.com/p.php?pid=nmona&article=51376738