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Investing in Our Securities Involves Significant Risks

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Investing in Our Securities Involves Significant Risks Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-165663 PROSPECTUS SUPPLEMENT (To Prospectus dated April 2, 2010) 30,293,000 Units Each Unit Consisting of One Share of Common Stock One Warrant to Purchase 0.5 of a Share of Common Stock We are offering 30,293,000 units, each of which consists of one share of our common stock and one warrant to purchase 0.5 of a share of common stock. The units are being offered at a per unit price of $1.4525. Units will not be issued or certificated. The shares of common stock and warrants will be issued separately and will be immediately separable. Each warrant has an exercise price of $1.50 per share, and is exercisable for a period of five years from the date of issuance. Our common stock is listed on the NASDAQ Capital Market under the symbol “DVAX.” The last reported sale price of our common stock on April 12, 2010 was $1.39 per share. The warrants will not be listed on any exchange and we do not expect that a public market for the warrants will develop. Investing in our securities involves significant risks. See “Risk Factors ” beginning on page S-5 of this prospectus supplement and the risk factors contained in our filings with the Securities and Exchange Commission which have been incorporated herein. Per Unit Total Public offering price $ 1.4525 $44,000,583 Underwriting discount $0.08715 $ 2,640,035 Proceeds, before expenses, to us $1.36535 $41,360,548 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. We are offering the units for sale on a firm commitment basis. Wedbush Securities Inc. is acting as the sole underwriter in connection with this offering. The delivery of the common stock and warrants is expected to occur on or about April 16, 2010. Wedbush PacGrow Life Sciences The date of this prospectus supplement is April 12, 2010. Table of Contents TABLE OF CONTENTS Page PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT S-2 PROSPECTUS SUPPLEMENT SUMMARY S-3 THE OFFERING S-4 RISK FACTORS S-5 USE OF PROCEEDS S-18 DILUTION S-18 DESCRIPTION OF SECURITIES WE ARE OFFERING S-19 UNDERWRITING S-21 LEGAL MATTERS S-23 EXPERTS S-23 WHERE YOU CAN FIND ADDITIONAL INFORMATION S-23 PROSPECTUS ABOUT THIS PROSPECTUS 1 ABOUT DYNAVAX TECHNOLOGIES CORPORATION 3 RISK FACTORS 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 4 RATIO OF EARNINGS TO FIXED CHARGES 4 DESCRIPTION OF CAPITAL STOCK 4 DESCRIPTION OF DEBT SECURITIES 8 DESCRIPTION OF WARRANTS 14 DESCRIPTION OF UNITS 15 LEGAL OWNERSHIP OF SECURITIES 16 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 21 EXPERTS 21 WHERE YOU CAN FIND ADDITIONAL INFORMATION 21 S-1 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters and may add, update or change information in the accompanying prospectus. The second part is the accompanying prospectus dated April 2, 2010, which provides you with general information about securities we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus, on the other hand, you should rely on the information in this prospectus supplement. These documents contain important information you should consider when making your investment decision. You should rely only on the information provided in this prospectus supplement, the accompanying prospectus or incorporated by reference in this prospectus supplement or the accompanying prospectus. We have not authorized anyone to provide you with any other information. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy the units offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. The information contained in the prospectus and the prospectus supplement is accurate only as of the date of the prospectus and the prospectus supplement, regardless of the time of delivery of this prospectus supplement or of any sale of the units. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to “Dynavax,” “we,” “us” and “our” refer to Dynavax Technologies Corporation. S-2 Table of Contents PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that you should consider before investing in the securities offered hereby. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” contained in this prospectus supplement and the documents incorporated by reference in the accompanying prospectus, before making an investment decision. This prospectus supplement may add to, update or change information in the accompanying prospectus. Our Business Dynavax Technologies Corporation (“Dynavax” or the “Company”), a clinical-stage biopharmaceutical company, discovers and develops novel products to prevent and treat infectious diseases, asthma and inflammatory and autoimmune diseases. The Company’s lead product candidate is HEPLISAVTM , a Phase 3 investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. Our pipeline of product candidates includes: HEPLISAV; our Universal Flu vaccine; clinical-stage programs for hepatitis C and hepatitis B therapies; and preclinical programs including those partnered with AstraZeneca and GlaxoSmithKline. We compete with pharmaceutical companies, biotechnology companies, academic institutions and research organizations, in developing therapies to prevent or treat infectious diseases, asthma and inflammatory and autoimmune diseases. Corporate Information We were incorporated in California in August 1996 under the name Double Helix Corporation, and we changed our name to Dynavax Technologies Corporation in September 1996. We reincorporated in Delaware in 2001. Our principal offices are located at 2929 Seventh Street, Suite 100, Berkeley, California 94710-2753. Our telephone number is (510) 848-5100. Our Internet address is www.dynavax.com. We do not incorporate the information on our website into this prospectus, and you should not consider it part of this prospectus. Dynavax Technologies and HEPLISAV are registered trademarks of the Company. Each of the other trademarks, trade names or service marks appearing in this prospectus belongs to its respective holder. For further information regarding us and our financial information, you should refer to our recent filings with the Securities and Exchange Commission, or SEC. See “Where You Can Find More Information.” S-3 Table of Contents THE OFFERING Units offered 30,293,000 units, each comprised of one share of common stock and one warrant to acquire 0.5 of one share of common stock Common Stock: Common stock included in the units 30,293,000 shares Common stock issuable upon the exercise of all warrants included in the units 15,146,500 shares Common stock to be outstanding after this offering 86,504,591 shares (1)(2) Warrants: Warrants included in the units Warrants to purchase up to 15,146,500 shares of common stock. Warrant Terms The warrants will be exercisable for a period of five years from the date of issuance at an exercise price of $1.50 per share. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants. (1) Risk Factors See “Risk Factors” beginning on page S-5 for a discussion of factors you should consider carefully when making an investment decision. Use of proceeds We currently intend to use the net proceeds from the sale of the securities offered hereby for general corporate purposes, including clinical trials, research and development expenses and general and administrative expenses. See “Use of Proceeds” on page S-18. The NASDAQ Capital Market symbol DVAX Additional Securities to be Issued Pursuant to the terms of the Amended and Restated Purchase Option Agreement, dated November 9, 2009 (the Purchase Agreement) , by and between Symphony Capital Partners, L.P. and us, as a result of this offering, Symphony Capital Partners, L.P. and its co-investors (together, the Symphony Investors) have the right to receive an additional 1,076,420 shares of our common stock (the Additional Symphony Shares) and warrants to purchase up to an aggregate of 7,038,210 shares of our common stock on the same terms as the warrants included in the units (the New Symphony Warrants). In the event that the Symphony Investors exercise this right, warrants to purchase up to an aggregate of 2,000,000 shares of our common stock previously issued to the Symphony Investors pursuant to the Purchase Agreement will be cancelled.
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