Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2009, ADVENTRX Pharmaceuticals, Inc. (the "Company") entered into an engagement letter agreement with Rodman & Renshaw, LLC (the "Placement Agent"), pursuant to which the Placement Agent agreed to serve as exclusive placement agent for the Company on a best efforts basis in connection with a proposed offering by the Company of approximately $2.0 million of its securities.
On June 8, 2009, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company agreed to sell an aggregate of 1,993 shares of its 0% Series A Convertible Preferred Stock ("convertible preferred stock") and warrants to purchase up to an aggregate of 8,116,290 shares of its common stock to such investor. The convertible preferred stock and the warrants were offered in units, with each unit consisting of one share of convertible preferred stock and a warrant to purchase approximately 4,072 shares of common stock. The purchase price per unit is $1,000. An aggregate of 26,152,489 shares of the Company's common stock are issuable upon conversion of the convertible preferred stock and exercise of the warrants.
Subject to certain ownership limitations, the convertible preferred stock will be convertible at the option of the holder at any time into shares of our common stock at a conversion price of $0.1105 per share. The conversion price of the convertible preferred stock will be subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The convertible preferred stock will be subject to automatic conversion into shares of common stock upon the occurrence of a change in control of our company and we may become obligated to redeem the convertible preferred stock upon the occurrence of certain triggering events, including the material breach by us of certain contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of our company, the occurrence of certain insolvency events relating to our company or the failure of our common stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges.
Subject to certain ownership limitations, the warrants will exercisable at any time after the six-month anniversary of their date of issuance and on or before the fifth anniversary of their initial exercise date at an exercise price of $0.15 per share of common stock, which was the closing price of the Company's common stock on the NYSE Amex on June 5, 2009. The exercise price of the warrants and, in some cases, the number of shares issuable upon exercise are subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.
The securities purchase agreement and the certificate of designation authorizing the convertible preferred stock include certain agreements and covenants for the benefit of the holders of the convertible preferred stock, including restrictions on the Company's ability to amend its certificate of incorporation and bylaws, pay cash dividends or distributions with respect to its common stock or other junior securities, repurchase shares of its common stock or other junior securities, issue additional equity securities for a period of 60 days after the closing and incur indebtedness, and a requirement to use its reasonable best efforts to maintain the listing of its common stock on one or more specified United States securities exchanges.
The convertible preferred stock, the warrants and the shares of common stock underlying the convertible preferred stock and the warrants are being offered and will be issued and sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-159376) and the related prospectus supplement filed with the Securities and Exchange Commission on June 8, 2009 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The net proceeds to the Company from the offering, after deducting placement agent fees and its estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the offering, are expected to be approximately $1.7 million. The transaction is expected to close on June 12, 2009, subject to satisfaction of customary closing conditions.
A copy of the opinion of special counsel to the Company relating to the legality of the issuance and sale of the shares of convertible preferred stock, warrants and shares of common stock issuable upon conversion of the convertible preferred stock and exercise of the warrants in the offering is attached as Exhibit 5.1 hereto.
Pursuant to the terms of the engagement letter agreement with the Placement Agent, assuming the sale of all of the shares of convertible preferred stock and warrants in the offering, the Company will pay the Placement Agent a fee equal to approximately $139,510 (7.0% of the gross proceeds from the sale of the securities, excluding proceeds from any exercise of the warrants).

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In addition, the Company will issue to the Placement Agent warrants to purchase up to that number of shares of common stock equal to 5.0% of the number of shares of common stock underlying the convertible preferred stock sold in the offering. Assuming the sale of all of the shares of convertible preferred stock in the offering, the compensation warrants to the placement agent will be exercisable for up to 901,810 shares of the Company's common stock at an exercise price of $0.15 per share. The other terms of the Placement Agent's warrants will be substantially the same as the terms of the warrants issued to the investor in the offering except that they will include certain restrictions on transfer in accordance with FINRA regulations.
The foregoing description of the terms of the securities purchase agreement, the certificate of designation of preferences, rights and limitations of the convertible preferred stock, the warrants and the engagement letter agreement are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 4.1, 3.1, 4.2 and 10.1, respectively, and incorporated herein by reference. A copy of the press release announcing the registered direct public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2009, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of 0% Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware. The description of the certificate of designation and the convertible preferred stock contained in Item 1.01 above are incorporated herein by reference and are subject to, and qualified in their entirety by, the certificate of designation attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.

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