Filed pursuant to Rule 424(b)(3)
Registration No. 333-103114
PROSPECTUS SUPPLEMENT NO. 1 DATED August 21, 2003
(To Prospectus Dated May 29, 2003,)
DOR BIOPHARMA, INC.
This Prospectus Supplement No. 1 supplements information contained in
that certain Prospectus, dated May 29, 2003, (the "Prospectus"), relating to the
offer and sale by certain selling shareholders of up to 5,297,732 shares of DOR
BioPharma Inc.'s common stock. This Prospectus Supplement No. 1 is not complete
without, and may not be delivered or utilized except in connection with, the
Prospectus, including any amendments or supplements thereto. The table below
amends and supplements the information set forth in the Prospectus under the
caption "Selling Shareholders" by adding the information for Keith Price, Enrico
Torcivo, Brian Meister, Gary Kanzer, and the Amanda Ellison Living Trust and
revising the information for Ralph Ellison and Harris Kanzer.
SELLING STOCKHOLDERS
Of the 5,297,732 shares of our common stock registered for resale
through this prospectus and listed under the column "Shares Available for Sale
Under This Prospectus" on the table set forth below, 5,103,432 shares were
issued or are issuable in connection with our December 2002 private placement as
follows: (1) 3,093,569 shares were sold to investors in the private placement;
(2) 1,546,789 shares are issuable upon exercise of warrants, exercisable until
December 31, 2007 at a price of $0.75 per share, sold to investors in the
private placement; (3) 310,787 shares are issuable upon exercise of warrants,
exercisable until December 31, 2007 at a price of $0.35 per share, issued as
consideration for placement services rendered in connection with the private
placement, and (4) 152,286 shares are issuable upon exercise of warrants,
exercisable until December 31, 2007 at a price of $0.75 per share, issued as
consideration for placement services rendered in connection with the private
placement. These shares of our common stock are included in this prospectus
pursuant to registration rights we granted in connection with the December 2002
private placement.
Of the remaining 194,300 shares of our common stock registered for
resale through this prospectus and listed under the column "Shares Available for
Sale Under This Prospectus" on the table set forth below, 160,000 shares are
issuable upon exercise of warrants, exercisable until December 14, 2007 at
prices ranging from $0.35 to $0.58 per share, issued to certain of our
consultants and 34,300 shares were issued to those consultants, in each case as
payment for consulting services. These shares of our common stock are included
in this prospectus pursuant to the registration rights we granted in connection
with the engagement of these consultants.
The following table sets forth, to our knowledge, the number of shares
beneficially owned by each of the selling stockholders as of the date of this
prospectus. We are not able to estimate the amount of shares that will be held
by each selling stockholder after the completion of this offering because (1)
the selling stockholders may sell less than all of the shares registered under
this prospectus, (2) the selling stockholders may exercise less than all of
their warrants. The following table assumes that all of the currently
outstanding warrants will be exercised into common stock and all of the shares
being registered pursuant to this prospectus will be sold. The selling
stockholders are not making any representation that any shares covered by this
prospectus will be offered for sale. Except as otherwise indicated, based on
information provided to us by each selling stockholder, the selling stockholders
have sole voting and investment power with respect to their shares of common
stock.
PERCENT OF
NUMBER OF COMMON
SHARES OF STOCK TO
NUMBER OF SHARES COMMON STOCK BE OWNED
SHARES OF PERCENT OF AVAILABLE FOR TO BE OWNED AFTER
COMMON STOCK COMMON STOCK SALE UNDER AFTER COMPLETION
OWNED BEFORE OWNED BEFORE THIS COMPLETION OF OF THE
NAME OF SELLING STOCKHOLDER THE OFFERING (1) THE OFFERING PROSPECTUS (1) THE OFFERING OFFERING
--------------------------- ---------------- ------------ -------------- ------------- ----------
Concordia Capital 1,002,637 3.5% 985,714 16,923 *
Steve H. Kanzer (2) 747,713 2.6% 80,193 666,800 2.8%
Pharmainvestors, LLC (3) 831,666 2.1% 429,291 402,375 1.7%
Harris Kanzer (4) 400,000 2.2% 400,000 -- --
Odisseas Myrianthopoulos (5) 225,000 * 225,000 -- --
David M. Kent (6) 214,286 * 214,286 -- --
Alberto Guiterez 214,286 * 214,286 -- --
Ralph M. Ellison Living Trust (7) 157,143 * 157,143 -- --
Martin Draper 128,571 * 128,571 -- --
William Kanzer (8) 214,286 * 214,286 -- --
Catherine Makary 150,000 * 150,000 -- --
Mitchell Littman
and Sima Littman JTWROS 107,143 * 107,143 -- --
Ivy Scheinholz 90,000 * 90,000 -- --
Ed O'Donnell 107,143 * 107,143 -- --
Daniel Kessel, M.D. (9) 64,286 * 64,286 -- --
Lawrence and Shirley Kessel (10) 214,286 * 64,286 161,920 *
Charles Griffith 64,286 * 64,286 -- --
Gilbert Goldstein 51,429 * 51,429 -- --
Nicholas Stergis (11) 563,528 2.0% 80,913 439,758 1.9%
Nicholas and
Jennifer Stergis JTWROS 42,857 * 42,857 -- --
Guilhem Canstagne 42,857 * 42,857 -- --
Ken Alberstadt 42,857 * 42,857 -- --
Dewey Tran 22,500 * 22,500 -- --
Giuseppe Cavalieri 42,857 * 42,857 -- --
Eva Weinberg (12) 15,000 * 15,000 -- --
Peter Salomon (13) 165,000 * 15,000 150,000 *
John and Tiffany Ofenloch 6,429 * 6,429 -- --
Louis Bianco 214,286 * 214,286 -- --
James Bianco, M.D. 214,286 * 214,286 -- --
Nicole Scheinholz 15,000 * 15,000 -- --
Atlas Capital Services, LLC (14) 195,669 * 195,669 -- --
Steven Pollan (15) 35,619 * 35,619 -- --
Dan Myers (16) 4,505 * 4,505 -- --
Redington, Inc. (17) 164,300 * 164,300 -- --
Ibis Consulting Group, Inc. (18) 30,000 * 30,000 -- --
Evan Myrianthopoulos (19) 215,454 * 65,454 150,000 *
Pharmainvestors, LLC (19) 831,666 2.1% 429,291 402,375 1.7%
Amanda Ellison Living Trust (20) 57,143 * 57,143 - -
Keith Price (21) 71,428 * 71,428 - -
Enrico Torcivia (22) 17,143 * 17,143 - -
Brian Meister (23) 11,428 * 11,428 - -
Gary Kanzer (24) 142,858 * 142,858 - -
* Less than 1%.
--------------
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(1) Includes shares of common stock issuable upon the exercise of warrants as
follows: Concordia Capital 328,571 shares; Steve H. Kanzer 80,913 shares;
Pharmainvestors, LLC 142,857 shares; Harris Kanzer 214,286 shares; Odisseas
Myrianthopoulos 75,000 shares; David M. Kent 71,429 shares; Alberto
Guiterez 71,429 shares; Ralph M. Ellison 71,429 shares; William Kanzer
71,429 shares; Catherine Makary 50,000 shares; Martin Draper 42,857 shares;
Mitchell Littman and Sima Littman JTWROS 35,714 shares; Ivy Scheinholz
30,000 shares; Ed O'Donnell 35,714 shares; Daniel Kessel 21,429 shares;
Lawrence and Shirley Kessel 171,249 shares; Charles Griffith 21,429 shares;
Gilbert Goldstein 17,143 shares; Nicholas and Jennifer Stergis JTWROS
80,611 shares; Guilhem Canstagne 14,286 shares; Ken Alberstadt 14,286
shares; Dewey Tran 7,500 shares; Giuseppe Cavalieri 14,286 shares; Eva
Weinberg 5,000 shares; Peter Salomon 5,000 shares; John and Tiffany
Ofenloch 2,143 shares; Louis Bianco 71,429; James Bianco 71,429 shares;
Nicole Scheinholz 5,000 shares; Atlas Capital Services, LLC 195,669 shares;
Steven Pollan 35,619 shares; Dan Myers 4,505 shares; Reddington, Inc.
130,000 shares; Ibis Consulting Group, Inc. 30,000 shares; and Evan
Myrianthopoulos 65,454 shares.
(2) Steve H. Kanzer is our Vice Chairman of the Board of Directors, and from
June 2002 until January 2003 was our Chairman of the Board and Interim
President. He has been a member of our Board of Directors since 1996. Mr.
Kanzer is also Chairman, Chief Executive Officer and sole stockholder of
Accredited Equities, Inc. and Accredited Ventures, Inc., which are merchant
banking and venture capital firms specializing in biotechnology companies
and, which provided placement services in connection with our December 2002
private placement. As consideration for these placement services, we issued
to Mr. Kanzer warrants to purchase 54,304 shares of our common stock,
exercisable until December 31, 2007 at a price of $0.35 per share, and
warrants to purchase 26,609 shares, exercisable until December 31, 2007 at
a price of $0.75 per share. The shares subject to these warrants are
registered for resale in this prospectus (see footnote (1)). The number of
shares beneficially owned by Mr. Kanzer includes 616,800 shares immediately
issuable upon exercise of options. The number of shares beneficially owned
by Mr. Kanzer does not include 688,809 shares of common stock and 142,857
shares of common stock issuable upon the exercise of warrants held by
Pharmainvestors, LLC (see footnote (3)).
(3) Pharmainvestors, LLC, is a limited liability company incorporated under the
laws of Nevis, West Indies, the sole member of which is an irrevocable
trust of which Steve H. Kanzer is a beneficiary, but over which he has no
control. Henry Schwartz is the sole trustee of the irrevocable trust. The
shares beneficially owned by Pharmainvestors, LLC consist of 688,809 shares
of common stock and 142,857 shares of common stock issuable upon the
exercise of warrants. The shares subject to these warrants are registered
for resale in this prospectus (see footnote (1)). Mr. Kanzer disclaims
beneficial ownership of such shares.
(4) Harris Kanzer is the father of our Vice Chairman of the Board, Steve H.
Kanzer. They do not reside in the same household. His shares have been
reduced by the amount he has gifted as set forth in footnotes (21-24).
(5) Odisseas Myrianthopoulos is the adult cousin of Evan Myrianthopoulos, one
of the members of our board of directors. They do not reside in the same
household.
(6) David M. Kent was our Chief Executive Officer and President from January
2003 to February 2003.
(7) Ralph M. Ellison has been our Chief Executive Officer and President since
March 2003. His shares have been reduced by the amount he has gifted as set
forth in footnote (20).
(8) William Kanzer is the adult brother of our Vice Chairman of the Board,
Steve H. Kanzer. They do not reside in the same household.
(9) Dr. Daniel Kessel is the adult brother of Dr. Larry Kessel, one of the
members of our board of directors. They do not reside in the same
household.
(10) Lawrence Kessel has been a member of our Board of Directors since June
2002. The shares beneficially owned by him include 150,000 shares of common
stock immediately issuable upon exercise of options.
(11) Nicholas Stergis is employed by Accredited Equities, Inc., which served as
a selected dealer to our placement agent for the December 2002 private
placement. As consideration for these placement services, we issued to Mr.
Stergis warrants to purchase 54,304 shares of our common stock, exercisable
until December 31, 2007 at a price of $0.35 per share, and warrants to
purchase 26,609 shares, exercisable until December 31, 2007 at a price of
$0.75 per share. The shares subject to these
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warrants are registered for resale in this prospectus (see footnote (1)).
The number of shares beneficially owned by Mr. Stergis includes 129,552
shares of common stock issuable upon exercise of options. The number of
shares beneficially owned by Mr. Stergis does not include 42,857 shares of
common stock owned by Nicholas and Jennifer Stergis as joint tenants with
right of survivorship.
(12) Eva Weinberg is the adult sister of Dr. Peter Salomon, one of the members
of our board of directors. They do not reside in the same household.
(13) Dr. Peter Salomon has been a member of our Board of Directors since June
2002. The shares beneficially owned by him include 150,000 shares of common
stock immediately issuable upon exercise of options.
(14) Atlas Capital Services, LLC provided placement services in connection with
our December 2002 private placement. As consideration for the placement
services provided by Atlas, we issued to Atlas warrants to purchase 131,321
shares, exercisable until December 31, 2007 at a price of $0.35 per share,
and warrants to purchase 64,348 shares, exercisable until December 31, 2007
at a price of $0.75 per share. The shares subject to these warrants are
registered for resale in this prospectus (see footnote (1)).
(15) Steve Pollan is an employee of Atlas Capital Services, LLC. As
consideration for the placement services provided by Atlas, we issued to
Mr. Pollan warrants to purchase 23,905 shares, exercisable until December
31, 2007 at a price of $0.35 per share, and warrants to purchase 11,714
shares, exercisable until December 31, 2007 at a price of $0.75 per share.
The shares subject to these warrants are registered for resale in this
prospectus (see footnote (1)).
(16) Dan Myers is an employee of Atlas Capital Services, LLC. As consideration
for the placement services provided by Atlas, we issued to Mr. Myers
warrants to purchase 3,024 shares, exercisable until December 31, 2007 at a
price of $0.35 per share, and warrants to purchase 1,481 shares,
exercisable until December 31, 2007 at a price of $0.75 per share. The
shares subject to these warrants are registered for resale in this
prospectus (see footnote (1)).
(17) Redington, Inc. serves as a consultant to the Company. We issued to
Redington warrants to purchase 130,000 shares, exercisable until December
14, 2007 at prices ranging from $0.35 to $0.58 per share, as payment for
consulting services. These warrants vest upon the Company's common stock
attaining certain price levels, and the shares subject to these warrants
are registered for resale in this prospectus. (see footnote (1)).
(18) Ibis Consulting Group, Inc. serves as a consultant to the Company. We
issued to Ibis warrants to purchase 30,000 shares, exercisable until
December 14, 2004 at prices ranging from $0.35 to $0.58 per share, as
payment for consulting services. The shares subject to these warrants are
registered for resale in this prospectus (see footnote (1)).
(19) Evan Myrianthopoulos has been a member of our Board of Directors since
November 2002. Mr. Myrianthopoulos provided placement services in
connection with our December 2002 private placement. As consideration for
these services, we issued to Mr. Myrianthopoulos warrants to purchase
43,929 shares, exercisable until December 31, 2007 at a price of $0.35 per
share, and warrants to purchase 21,525 shares, exercisable until December
31, 2007 at a price of $0.75 per share. The shares subject to these
warrants are registered for resale in this prospectus (see footnote (1)).
The number of shares beneficially owned by Mr. Myrianthopoulos includes
150,000 shares immediately issuable upon exercise of options.
(20) Amanda Ellison is the wife of our Chief Executive Officer and President
Ralph Ellison. The shares were gifted to the Amanda Ellison living trust
from the Ralph Ellison living trust.
(21) Keith Price acquired his shares in a gift from Harris Kanzer.
(22) Enrico Torcivia acquired his shares in a gift from Harris Kanzer.
(23) Brian Meister acquired his shares in a gift form Harris Kanzer.
(24) Gary Kanzer, the brother of our Vice Chairman Steve Kanzer, acquired his
shares in a gift from Harris Kanzer.
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