Unassociated Document
GENTIUM
S.p.A.
PIAZZA
XX
SETTEMBRE 2
22079
VILLA GUARDIA (COMO)
ITALY
+39
031
385111
424B3
Filed
on
05/31/2006
File
Number 333-130796
Filed
pursuant to Rule No. 424(b)(3)
File
Number: 333-130796
GENTIUM
S.P.A.
PROSPECTUS
SUPPLEMENT NO. 4
DATED
MAY 31, 2006
TO
PROSPECTUS DATED
JANUARY
30, 2006
This
Prospectus Supplement No. 4 supplements information contained in our prospectus
dated January 30, 2006, as amended and supplemented from time to time (the
“Gentium Prospectus”). The information in this Supplement No. 4 supplements,
modifies and supersedes some of the information contained in the Gentium
Prospectus.
The
primary purpose of this Prospectus Supplement No. 4 is to inform you that we
have entered into definitive agreements for a $22.1 million private placement
of
1,943,525 of our American Depository Shares (ADSs) at a price of $11.39 per
ADS.
Investors in the financing will also receive warrants to purchase 388,705 ADSs
at an exercise price of $14.50 per ADS. Investors
participating in the financing are large U.S. and Italian institutional
investors. ThinkEquity Partners LLC acted as the lead placement agent for the
offering, and Rodman & Renshaw LLC and I-Bankers Securities Incorporated
were the co-agents.
The
net
proceeds from the offering will be used to fund the continued development
of our
product candidates and for general corporate purposes.
The
ADSs
sold in the private placement and the ADSs issuable upon exercise of the
related
warrants have not been registered under the Securities Act of 1933, as amended,
or state securities laws, and may not be offered or sold in the United States
without being registered with the Securities and Exchange Commission (SEC)
or
through an applicable exemption from SEC registration requirements. The ADSs
were offered only to accredited investors. We have agreed to file a registration
statement with the SEC covering the resale of the ADSs issued in the private
placement and issuable upon exercise of the warrants.
You
should read this Prospectus Supplement No. 4 in conjunction with the Gentium
Prospectus. This Prospectus Supplement No. 4 is not complete without, and may
not be delivered or utilized except in connection with, the Gentium Prospectus
including any amendments or supplements thereto.
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 prospectus. Any representation to the contrary is a criminal
offense.