424B3 1 a08-3448_1424b3.htm 424B3

 

Prospectus Supplement No. 1

 

Filed Pursuant to Rule 424(b)(3)

(To Prospectus dated January 5, 2007)

 

Registration No. 333-123672

 

PONIARD PHARMACEUTICALS, INC.

 

384,404
Shares

 


 

Common Stock

 


 

This prospectus supplement no. 1 supplements and amends the prospectus dated January 5, 2007, relating to the resale, from time to time, of up to 384,404 shares of our common stock by the selling shareholders.

 

This prospectus supplement should be read in conjunction with, is qualified by reference to, and must be accompanied by, the prospectus dated January 5, 2007, except to the extent that the information in this prospectus supplement supersedes any information contained in the prospectus.

 

Our common stock is traded on the Nasdaq Global Market under the symbol “PARD.” On January 25, 2008, the last reported sale price of our common stock was $5.17 per share.

 

You should read the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission that are incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2006, as amended, and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K for a discussion of certain factors you should consider before buying shares of our securities.

 


 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of 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 January 28, 2008

 



 

SELLING SHAREHOLDERS

 

The information appearing in the table below supplements and amends the information with respect to the selling shareholders in the table appearing under the heading “Selling Shareholders” in the prospectus dated January 5, 2007. The table below reflects the transfer by Nite Capital LP of warrants to purchase a total of 26,834 shares of our common stock to Fort Mason Master, L.P. and Fort Mason Partners, L.P., each of which will become a selling shareholder.

 

 

 

Shares Beneficially Owned
Prior to Offering (1), (2)

 

Number of
Shares Being

 

Shares Beneficially Owned
After Offering (3)

 

Name

 

Number

 

Percent (4)

 

Offered (1)

 

Number

 

Percent (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

Nite Capital LP

 

 

 

 

 

 

Fort Mason Master, L.P. (5)

 

25,200

 

 

*

25,200

 

0

 

0.00

%

Fort Mason Partners, L.P. (5)

 

1,634

 

 

*

1,634

 

0

 

0.00

%

 


*              Less than 1%.

 

 (1)          The table above sets forth beneficial ownership information as of January 11, 2008, based on information provided to us by the selling shareholders. For purposes of calculating beneficial ownership, shares of common stock which may be issued to a holder within 60 days of January 11, 2008 are deemed to be outstanding.

 

(2)           The actual number of shares of our common stock offered and included in the Registration Statement of which the prospectus dated January 5, 2007, as supplemented hereby,  is a part includes such additional number of shares of common stock as may be issued or issuable upon exercise of the warrants by reason of adjustment mechanisms described therein, or by reason of any future stock splits, stock dividends or similar transactions involving our common stock, in order to prevent dilution, in accordance with Rule 416 under the Securities Act. Share numbers in the table above have been adjusted to reflect the antidilution adjustment resulting from the company’s private placement of securities on April 20, 2006 and the company’s one-for-six reverse stock split effective on September 22, 2006.

 

(3)           Assumes the sale of all shares offered and no other purchases or sales of our common stock.

 

(4)           Applicable percentage of ownership is based on 34,662,689 shares of our common stock outstanding on January 11, 2008.

 

(5)           The number of shares being offered consists of 26,834 shares of common stock issuable upon exercise of warrants held by Fort Mason Master, L.P. and Fort Mason Partners, L.P. (the Fort Mason Funds). 25,200 shares of common stock underlying warrants immediately exercisable are held of record by Fort Mason Master, L.P. and 1,634 shares of common stock underlying warrants immediately exercisable are held of record by Fort Mason Partners, L.P. Fort Mason Capital, LLC serves as a general partner of each of the Fort Mason Funds and, in such capacity, exercises sole voting and investment authority with respect to such shares. Mr. Daniel German serves as the sole managing member of Fort Mason Capital, LLC. Fort Mason Capital, LLC and Mr. German disclaim beneficial ownership of the shares, except to the extent of its or his pecuniary interest, if any.

 

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