<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997
REGISTRATION STATEMENT NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SIGA PHARMACEUTICALS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 2834 13-3864870
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
---------------
666 THIRD AVENUE
NEW YORK, NY 10017
(212) 681-4970
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL
EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS)
---------------
DAVID H. DE WEESE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SIGA PHARMACEUTICALS, INC.
666 THIRD AVENUE
NEW YORK, NY 10017
(212) 681-4970
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
---------------
COPIES TO:
ADAM EILENBERG, ESQ. KENNETH KOCH, ESQ.
EILENBERG & ZIVIAN SQUADRON, ELLENOFF, PLESENT
666 THIRD AVENUE & SHEINFELD, LLP
NEW YORK, NY 10017 551 FIFTH AVENUE
(212) 986-2468 NEW YORK, NY 10176
FACSIMILE (212) 986-2399 (212) 476-8362
FACSIMILE (212) 697-6686
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective. If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] File No. 333-23037
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE
OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.0001(2)............. 287,500 $ 5.00 $1,437,500 $436
- -------------------------------------------------------------------------------
Representatives'
Warrants, each to
purchase one share of
Common Stock(3)....... 25,000 $0.001 $25 -- (4)
- -------------------------------------------------------------------------------
Common Stock, par value
$.0001(5)(6).......... 25,000 $8.25 $206,250 $ 63
- -------------------------------------------------------------------------------
Total: ................ $1,643,775 $499
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes an aggregate 37,500 Common Stock to cover over-allotments, if
any, pursuant to an over-allotment option granted to the Underwriters.
(3) To be issued to the Representatives at the time of delivery and acceptance
of the securities to be sold to the public hereunder.
(4) No fee due pursuant to Rule 457(g) under the Securities Act of 1933.
(5) Issuable upon exercise of the Representatives' Warrants.
(6) Also registered hereunder pursuant to Rule 416 are an indeterminate number
of shares of Common Stock which may be issued pursuant to the anti-
dilution provisions applicable to the Representatives' Warrants.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM SB-2,
FILE NO. 333-23037
SIGA Pharmaceuticals, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form SB-2 in its entirety the Registration
Statement on Form SB-2 (File No. 333-23037 ) declared effective on September 9,
1997 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein.
<PAGE>
EXHIBITS
Exhibit
Number Description
- ---------- ------------------------------------------------------------
5(a)* Opinion of Eilenberg & Zivian.
24(a)* Consent of Eilenberg & Zivian (included in Exhibit 5(a).
24(b)* Consent of Price Waterhouse LLP
*Filed herewith.
<PAGE>
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
UNDERSIGNED REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM SB-2 AND AUTHORIZED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, ON THE 9TH DAY OF
SEPTEMBER, 1997.
SIGA Pharmaceuticals, Inc.
/s/ David H. de Weese
By: _________________________________
David H. de Weese
Chairman, President, Chief Executive
Officer and Director (Principal
Executive Officer)
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joshua D. Schein Chief Financial Officer September 9, 1997
____________________________________ (Principal Accounting and
Dr. Joshua D. Schein Financial Officer),
Executive Vice President,
Secretary and Director
/s/ Judson A. Cooper Executive Vice President and September 9, 1997
____________________________________ Director
Judson A. Cooper
/s/ Terence E. Downer Director September 9, 1997
____________________________________
Terence E. Downer
</TABLE>
<PAGE>
EXHIBIT 5(a)
Eilenberg & Zivian
666 Third Avenue, 30th Floor
New York, NY 10017
September 9, 1997
SIGA Pharmaceuticals, Inc.
666 Third Avenue, 30th Floor
New York, NY 10017
Ladies and Gentlemen:
You have requested our opinion, as counsel for SIGA Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form SB-2 (the "Abbreviated Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the registration of 287,500
shares (including up to 37,500 shares exercisable upon exercise of the
Underwriters' Over-Allotment Option) of common stock, par value $.0001 per
share, of the Company (the "Common Stock"), 25,000 Representatives' Warrants and
up to 25,000 shares of the Company's Common Stock issuable upon exercise of the
Representatives' Warrants. The Abbreviated Registration Statement relates to
the same class of securities registered pursuant to the Company's Registration
Statement on Form SB-2 (No. 333-23037) declared effective earlier today (the
"Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering by the Company of 2,500,000
shares (or, upon the exercise of the Underwriters' Over-Allotment Option, up to
375,000 additional shares) of Common Stock.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the form of
Underwriting Agreement filed as Exhibit 1(a) to the Initial Registration
Statement will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Initial Registration Statement. In so doing, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Eilenberg & Zivian
----------------------
Eilenberg & Zivian
<PAGE>
EXHIBIT 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of our report dated March 3, 1997 relating
to the financial statements of SIGA Pharmaceuticals, Inc., which appears in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
PRICE WATERHOUSE LLP
New York, New York
September 9, 1997
