Therion Biologics Corp., which comprises the vaccinedevelopment business spun off from the former AppliedbioTechnology Inc. last July, is taking a second swing at theinitial public offering market.

Therion of Cambridge, Mass., last week filed a prospectusproposing to sell 1 million units at $5 each. The companyswitched underwriters from a prior IPO effort last spring. Eachunit of the new proposed offering consists of one share ofcommon stock and a warrant to purchase within three yearsanother share for $6.25. If the IPO succeeds, Therion expects tohave 2.6 million shares outstanding.

Therion was spun off from Applied bioTechnology threemonths before ABT was acquired by Oncogene Science Inc. ofManhasset, N.Y., in a stock deal valued at about $10.5 million.

Therion is developing vaccines and immunotherapeutics toprevent and treat certain cancers, AIDS and other viraldiseases. Its proposed preventative AIDS vaccine, TBC-3B, wasdeveloped with partial funding from the National Institutes ofHealth, which has agreed to conduct Phase I clinical trials,according to the prospectus. The company expects to file aninvestigational new drug (IND) application on TBC-3B this year.It is a recombinant product that expresses the major antigensof HIV, the AIDS virus, in their naturally occurringconfiguration and is aimed at provoking an antibody and cell-mediated immune response.

Therion is also developing an immunotherapeutic AIDS vaccine,Particle-3B, which is intended for people infected with the HIVvirus. It consists of a non-living, HIV-like particle vaccineproduced with the company's recombinant poxviruses.

The company said that its recombinant poxvirus technologiescould lead to vaccines and immunotherapeutic agents fortreating viral diseases and certain types of cancer, includingcancers of the lung, colon, breast, cervix and ovaries. Therionintends to file next year an IND on an immunotherapeuticvaccine targeting the tumor-associated antigen CEA. Thevaccine for treating terminally ill cancer patients is beingdeveloped with the National Cancer Institute.

A company spokeswoman said it expects to raise net proceedsof about $3.8 million from the offering, $900,000 of whichwould be used to construct a pilot manufacturing facility. Therest would be used for ongoing research, pre-clinical testingand other corporate purposes.

Its prospectus reports that Therion posted a $1.3 million losson revenues of $1.5 million in 1991. Between January 1987and last March 31, it had losses totaling $11.4 million.

The prospectus lists as Therion's largest shareholder 80 RogersCorp., the successor to Applied bioTechnology, which representsthe interests of former ABT shareholders. It owns 563,076shares, or about 19 percent of the expected outstanding sharesfollowing a successful IPO.

The other largest shareholders are VCF-Therion L.P., which wascreated by the Venture Capital Fund of America Inc. of NewYork, which would own a nearly 17 percent after the IPO;Dayton T. Carr, a company director and president of theVenture Capital Fund, with nearly 17 percent; and S.R. One Ltd.,the venture capital arm of SmithKline Beecham, with a nearly 7percent stake.

Gilford Securities Inc. of New York is now managing thecompany's IPO underwriting. Pennsylvania Merchant GroupLtd. of Philadelphia was Therion's previous IPO adviser.

-- Ray Potter Senior Editor

(c) 1997 American Health Consultants. All rights reserved.