VIRAGEN INC
10-Q, 2000-11-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

(MARK ONE)

[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 2000

                                          OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

              For the transition period from                to
                                             ---------------   ----------------

                         Commission File Number 0-10252

                                  VIRAGEN, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                 59-2101668
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

            865 SW 78th Avenue, Suite 100, Plantation, Florida 33324
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 233-8746
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              ----------------------------------------------------
         (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]    No  [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS: Indicate by check mark whether the registrant filed all
documents and reports required to be filed by Sections 12, 13 or 15 (d) of the
Exchange Act after the distribution of securities under a plan confirmed by a
court.

Yes [ ]    No  [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

     Common stock, par value $ .01 - 93,914,929 shares at November 1, 2000.


<PAGE>   2



                         VIRAGEN, INC. AND SUBSIDIARIES

                                      INDEX

PART I - FINANCIAL INFORMATION

The consolidated condensed statements of operations (unaudited) for the
three-month periods ended September 30, 2000 and 1999 include the accounts of
Viragen, Inc. and its subsidiaries.

Item 1. Financial Statements

1)      Consolidated condensed statements of operations for the three months
        ended September 30, 2000 and 1999

2)      Consolidated condensed balance sheets as of September 30, 2000 and June
        30, 2000

3)      Consolidated condensed statements of cash flows for the three months
        ended September 30, 2000 and 1999

4)      Notes to consolidated condensed financial statements as of September 30,
        2000


Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations


PART II - OTHER INFORMATION

Item 5.   Other Information

Item 6.  Exhibits and Reports on Form 8-K

          Exhibit 11 - Computation of Per Share Earnings

          Exhibit 27 - Financial Data Schedule (for SEC use only)

                                       2

<PAGE>   3



                         VIRAGEN, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                   THREE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                             ------------       ------------
                                                                                  2000               1999
                                                                             ------------       ------------
<S>                                                                          <C>                <C>
Income
     Interest and other income                                               $    322,973       $     19,948
                                                                             ------------       ------------
                                                                                  322,973             19,948
Costs and Expenses
     Research and development costs                                             1,027,553          1,062,034
     General and administrative expenses                                        1,096,086          1,012,734
     Equity in losses of unconsolidated company                                    18,767            146,127
     Interest expense                                                              15,603            846,122
                                                                             ------------       ------------
                                                                                2,158,009          3,067,017
                                                                             ------------       ------------
     Loss before minority interest                                             (1,835,036)        (3,047,069)
     Minority interest in loss of consolidated subsidiaries                       162,220            184,540
                                                                             ------------       ------------
              NET LOSS                                                         (1,672,816)        (2,862,529)
     Deduct required dividends on convertible preferred stock, series A               663                663
     Deduct required dividends on redeemable preferred stock, series I                 --              2,217
                                                                             ------------       ------------
LOSS ATTRIBUTABLE TO COMMON STOCK                                            $ (1,673,479)      $ (2,865,409)
                                                                             ============       ============
BASIC AND DILUTED LOSS PER COMMON SHARE, after deduction for
       required dividends on convertible preferred stock                     $      (0.02)      $      (0.04)
                                                                             ============       ============
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES                               91,040,040         72,875,763
                                                                             ============       ============
</TABLE>

            See notes to consolidated condensed financial statements
                which are an integral part of these statements.



                                       3
<PAGE>   4



                         VIRAGEN, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                           SEPTEMBER 30,    JUNE 30,
                                                              2000            2000
                                                           ------------    ------------
                                                             (Unaudited)
<S>                                                        <C>             <C>
                                             ASSETS

Current Assets
   Cash and cash equivalents                               $  8,811,728    $  8,094,448
   Prepaid expenses                                             208,427         418,238
   Other current assets                                         185,011         294,776
                                                           ------------    ------------
                  Total current assets                        9,205,166       8,807,462
Property, Plant and Equipment
   Land, building and improvements                            2,209,596       3,557,486
   Equipment and furniture                                    3,976,646       5,976,641
   Construction in progress                                      56,881          59,026
                                                           ------------    ------------
                                                              6,243,123       9,593,153
   Less accumulated depreciation                             (1,398,516)     (4,073,394)
                                                           ------------    ------------
                                                              4,844,607       5,519,759
Investment in unconsolidated company                                 --          18,767
Deposits and other assets                                        72,738         103,938
                                                           ------------    ------------
                                                           $ 14,122,511    $ 14,449,926
                                                           ============    ============

</TABLE>








            See notes to consolidated condensed financial statements
                which are an integral part of these statements.











                                       4
<PAGE>   5



                         VIRAGEN, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS--(CONTINUED)


<TABLE>
<CAPTION>

                                                                                            SEPTEMBER 30,      JUNE 30,
                                                                                                2000             2000
                                                                                             ------------    ------------
                                                                                              (Unaudited)
<S>                                                                                          <C>             <C>
                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                                                          $    771,434    $  1,061,457
   Accrued expenses and other liabilities                                                         482,751         616,400
   Current portion of long-term debt                                                               98,262         123,400
                                                                                             ------------    ------------
         Total current liabilities                                                              1,352,447       1,801,257
Royalties payable                                                                                 107,866         107,866
Long-term debt, less current portion                                                               40,556         600,106
Minority interest in subsidiaries                                                                 289,635          66,772
Put warrants, 100,000 common shares exercisable at $2.75 per share
  through June 20, 2001                                                                                --          58,000

Commitments and Contingencies

Stockholders' Equity
   Convertible 10% Series A cumulative preferred stock, $1.00 par
     value.  Authorized 375,000 shares; issued and outstanding 2,650
     shares.  Liquidation preference value:  $10 per share aggregating
     $26,500                                                                                        2,650           2,650
   Common stock, $.01 par value.  Authorized 125,000,000 shares; issued
     93,759,758 and 91,397,402 shares at September 30, 2000 and June 30, 2000,
     respectively, of which 845,277 shares are held as
     treasury stock                                                                               937,596         913,972
   Capital in excess of par value                                                              77,810,704      75,408,262
   Treasury stock, at cost                                                                     (1,277,613)     (1,277,613)
   Accumulated deficit                                                                        (64,510,751)    (62,837,272)
   Accumulated other comprehensive loss                                                          (465,593)       (231,213)
   Notes due from directors                                                                      (164,986)       (162,861)
                                                                                             ------------    ------------
         Total stockholders' equity                                                            12,332,007      11,815,925
                                                                                             ------------    ------------
                                                                                             $ 14,122,511    $ 14,449,926
                                                                                             ============    ============
</TABLE>


            See notes to consolidated condensed financial statements
                which are an integral part of these statements.



                                       5
<PAGE>   6


                         VIRAGEN, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED
                                                                           SEPTEMBER 30,
                                                                    --------------------------
                                                                        2000           1999
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
OPERATING ACTIVITIES
     Net loss                                                       $(1,672,816)   $(2,862,529)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
         Depreciation and amortization                                  149,002        164,008
         Gain recognized on sale of property, plant and equipment      (185,777)            --
         Compensation expense on stock options and warrants            (115,972)        34,144
         Amortization of discounts on convertible promissory
            notes                                                            --         70,123
         Interest expense on reset shares                                    --        697,246
         Minority interest in loss of subsidiary                       (162,220)      (184,540)
     Increase (decrease) relating to operating activities from:
         Prepaid expenses                                               174,669         20,238
         Other current assets                                           109,765        102,990
         Investment in unconsolidated company                            18,767        146,127
         Deposit and other assets                                        31,200         55,792
         Accounts payable                                              (290,023)       681,847
         Accrued expenses and other liabilities                        (129,012)      (103,279)
         Notes due from directors                                        (2,125)        (3,609)
                                                                    -----------    -----------
           Net cash used in operating activities                     (2,074,542)    (1,181,442)

INVESTING ACTIVITIES
     Sale of property, plant and equipment                              720,650             --
     Additions to property, plant and equipment                        (124,681)      (218,883)
                                                                    -----------    -----------
           Net cash provided by (used in) investing
              activities                                                595,969       (218,883)


</TABLE>


            See notes to consolidated condensed financial statements
                which are an integral part of these statements.



                                       6
<PAGE>   7



                         VIRAGEN, INC. AND SUBSIDIARIES
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--(CONTINUED)

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                        --------------------------
                                                            2000           1999
                                                        -----------    -----------
<S>                                                     <C>            <C>
FINANCING ACTIVITIES
     Proceeds from private placements, net              $ 2,789,421    $        --
     Payments on long-term debt                            (643,108)       (48,997)
     Proceeds from short-term borrowings, net                    --        534,351
     Proceeds from exercise of options and warrants         137,700        143,654
     Payment of preferred dividends                          (5,300)            --
                                                        -----------    -----------
         Net cash provided by financing activities        2,278,713        629,008
         Effect of exchange rate fluctuations on cash       (82,860)       146,597
                                                        -----------    -----------
Increase (decrease) in cash and cash equivalents            717,280       (624,720)
Cash and cash equivalents at beginning of period          8,094,448      1,055,587
                                                        -----------    -----------
Cash and cash equivalents at end of period              $ 8,811,728    $   430,867
                                                        ===========    ===========

</TABLE>


            See notes to consolidated condensed financial statements
                which are an integral part of these statements.




                                       7
<PAGE>   8





                         VIRAGEN, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE A -  CONSOLIDATION AND BASIS OF PRESENTATION

         Viragen, Inc. and its subsidiaries are engaged in the research,
development and manufacture of certain immunological products for commercial
application. The consolidated condensed financial statements include the parent
company and all subsidiaries, including those operating outside the U.S. All
significant transactions among our businesses have been eliminated.

         Viragen owns a 10% equity interest in Inflammatics, Inc., a
biopharmaceutical company currently in the research and development stage. While
we have the option to increase our ownership interest up to 80%, the financial
accounts of Inflammatics are not consolidated with those of Viragen. We account
for our investment under the equity method of accounting. The parties that own
the remaining 90% equity in Inflammatics are not currently funding its research
and development efforts. Accordingly, while Viragen only owns 10% of
Inflammatics, it is recognizing 100% of the losses incurred by the
unconsolidated company. Viragen is also expensing its excess investment costs
ratably, as research is performed by Inflammatics.

NOTE B - INTERIM ADJUSTMENTS AND USE OF ESTIMATES

         The financial summaries for the three months ended September 30, 2000
and 1999 include, in the opinion of our management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation of
the financial condition and the results of operations for these periods.

         Operating results for the three months ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the entire fiscal
year ending June 30, 2001.

         While our management believes that the disclosures presented are
adequate to make the information not misleading, we suggest that these
consolidated condensed financial statements be read together with the financial
statements and notes included in our annual report on Form 10-K for the year
ended June 30, 2000.

         In preparing the financial statements, we must use some estimates and
assumptions that may affect reported amounts and disclosures. Estimates are used
when accounting for depreciation, amortization, and asset valuation allowances.
We are also subject to risks and uncertainties that may cause actual results to
differ from estimated results such as changes in the health care environment,
competition, foreign exchange and changes in legislation.



                                       8
<PAGE>   9


NOTE C - CAPITAL STOCK

         During the quarter ended September 30, 2000, we raised approximately
$2,789,000 in additional capital, net of fees, using our shelf registration on
form S-3 (File No. 333-32306). As a result, we issued an aggregate 2,182,356
common shares to three investors. We also issued warrants to purchase an
aggregate 152,765 common shares at prices ranging between $1.53 and $1.97 per
share. These warrants are exercisable through September 2003.

         From December 22, 1999, the date of the agreement, through September
30, 2000, we had raised approximately $12 million in capital under our $60
million investment banking agreement with Ladenburg Thalmann & Co., Inc. This
agreement terminates on December 31, 2001.

NOTE D - PUT WARRANTS

         During September 2000, we cancelled 100,000 put warrants, which were
exercisable at $2.75 per share through June 2001. The warrants were cancelled
upon terminating a consulting agreement due to non-performance.

NOTE E - COMPREHENSIVE LOSS

                                           Three Months Ended
                                             September 30,
                                       --------------------------
                                           2000           1999
                                       -----------    -----------

Net loss                               $(1,672,816)   $(2,862,529)
Other comprehensive (loss) income:
     Currency translation adjustment      (234,380)       145,629
                                       -----------    -----------
Total comprehensive loss               $(1,907,196)   $(2,716,900)
                                       ===========    ===========



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         The statements contained in this report on Form 10-Q that are not
purely historical are forward looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange
Act of 1934. These include statements regarding Viragen's expectations, hopes,
intentions, beliefs, or strategies regarding the future. Forward-looking
statements include our statements regarding liquidity, anticipated cash needs
and availability, and anticipated expense levels discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
including expected product clinical trial dates, product introductions, expected
research and development expenditures and related anticipated costs. All
forward-looking statements included in this document are based on information
available on this date, and we assume no obligation to update any
forward-looking statements. You should note that actual results could differ




                                       9
<PAGE>   10


materially from those contained in forward-looking statements. Among the factors
that may cause our actual results to differ materially are the risks discussed
in the "Risk Factors" section included in our registration statement on Form S-3
(File No. 333-37464) as filed with the Securities and Exchange Commission on May
19, 2000. These "Risk Factors" are incorporated by reference from the
registration statement on Form S-3 (File No. 333-37464). You should also consult
the risk factors listed from time to time in our reports on Forms 10-Q, 8-K,
S-1, S-3, 10-K and annual reports to stockholders.

         The biopharmaceutical industry is highly competitive and subject to
rapid technological change. Significant competitive factors in the
pharmaceutical and biopharmaceutical markets include product efficacy, price and
timing of new product introductions and availability of investment capital.
Increased competition from existing biopharmaceutical companies, as well as the
entry into the market of new competitors, could adversely affect our financial
condition or results of operations.

         Our future success depends in part upon intellectual property,
including patents, trade secrets, know-how and continuing technological
innovation. We cannot provide assurances that any steps we take to protect our
intellectual property will be adequate to prevent misappropriation or that
others will not develop competitive technologies or products. We cannot offer
any assurances that any current or future patent, if any, owned by us will not
be invalidated, circumvented or challenged, that the rights granted to us will
provide competitive advantages or that any future patent applications will be
issued with the scope of the claims sought by us, if at all. Furthermore, we
cannot assure you that others will not develop technologies that are similar or
superior to ours, duplicate our technology or design around any patents held by
us.

         Viragen has incurred operational losses and operated with negative cash
flows since its inception in December 1980. Losses have totaled $1,672,816,
$12,310,895 and $10,650,832, for the three month period ended September 30, 2000
and fiscal years ended June 30, 2000 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2000, Viragen had on-hand approximately $8,800,000
in cash. During October 2000, we raised $930,000 in additional equity capital.
We believe that our current cash balances, coupled with planned fundings under
our investment banking agreement with Ladenburg Thalmann & Co., Inc. will
provide sufficient capital to fund our planned operations, including clinical
trials, for at least the next 12 months.

         Our working capital totaled approximately $7,853,000 on September 30,
2000, an increase in working capital of $847,000 from the previous year end
balance. The increase in working capital can be attributed to $2,789,000 raised
through private placements under our shelf registration during the quarter.
Additionally, we received $138,000 upon the exercise of common stock options and
warrants. This increase was offset by the use of cash to fund operating
activities totaling approximately $2,075,000.

         While subject to significant limitation, Viragen at September 30, 2000,
has available approximately $37 million in net tax operating loss carryforwards
expiring between 2000 and 2021, which may be used to offset taxable income, if
any, during those periods. Our ability to generate revenues during future
periods is dependent upon obtaining regulatory approvals of our OMNIFERON(TM)




                                       10
<PAGE>   11


product. As we cannot determine that we will be successful in obtaining the
necessary regulatory approvals, we are unable to conclude that realization of
benefits from our deferred tax assets is more likely than not, as prescribed by
Statement of Financial Accounting Standards No. 109. As a result, we have
recognized a valuation allowance to offset 100% of the deferred tax assets
related to these carryforwards.

         We believe that our OMNIFERON product, which is currently under
development, can be manufactured in sufficient quantity and be priced at a level
to offer patients an attractive alternative treatment to the synthetic
interferons currently being marketed. We began our clinical trials in the
European Union during the fourth calendar quarter of 1999 and intend to
eventually submit an Investigational New Drug Application to the U.S. Food and
Drug Administration. We cannot assure you that we will be able to obtain the
necessary approvals of these projects since they are subject to the successful
completion of lengthy and costly clinical trials. The successful completion of
these projects also depends upon our ability to raise significant additional
investment capital.

         Additional funding will be required to conduct the clinical trial
process relating to OMNIFERON both in the European Union and domestically prior
to receiving regulatory approval to market OMNIFERON. Anticipated funding
requirements related to approval of OMNIFERON for hepatitis C, the first
approval we are seeking in the European Union, include: Phase I and Phase II
trials -- $3.2 million and Phase III studies -- $9.1 million. In addition,
anticipated funding requirements for U.S. operations include: the establishment
of domestic manufacturing capacity -- $6 million; joint research and development
projects -- $4 million and commencement of domestic preclinical Phase I and
Phase II studies -- $1.5-$2.0 million. Funding will also be utilized for
continued product development, general working capital purposes including
administrative support functions and the possible equity investments in
businesses complementary to our operations.

         In August 1998, Viragen entered into a strategic alliance concurrent
with the purchase of a 10% equity interest in Inflammatics, Inc., a private drug
development company, headquartered in Philadelphia, PA. Inflammatics has
focussed on the development of LEUKOVAX, an immunomodulating white blood cell
(leukocyte) preparation. LEUKOVAX is currently in U.S. Food and Drug
Administration Phase I/II clinical trials for rheumatoid arthritis. Under the
terms of this agreement, we have options to acquire an additional 70% equity
position in Inflammatics through two additional fundings. During the fourth
quarter of fiscal 2000, we received initial Phase I/II data which suggests no
statistically significant difference in outcomes between patients who have
received LEUKOVAX and those who have not. We are still evaluating the results
reflected in Phase I/II data and have not yet reached a decision regarding
additional funding, if any.

         We will make the additional funding, if any, at our sole option, based
upon the evaluation of LEUKOVAX clinical trial data. This funding, if made, will
be used to underwrite a Phase III clinical trial. The agreement also provides
for us to issue up to 3 million shares of common stock and warrants to acquire
300,000 shares of common stock, in exchange for additional series A convertible
preferred shares of Inflammatics, if all funding phases are completed.
Preliminary estimates for the funding of Phase III clinical trials of LEUKOVAX
range between $6.0 million and $10.0 million.




                                       11
<PAGE>   12


         We intend to continue financing our operations for the foreseeable
future from cash on hand and additional investment placements under the
Ladenburg Thalmann agreement. As of November 1, 2000, we had placed
approximately $13 million of the total $60 million available under this
agreement.

RESULTS OF OPERATIONS

         Viragen recognized no sales revenue or related costs for the three
months ended September 30, 2000 or the fiscal years ended June 30, 2000, 1999 or
1998, respectively. We have limited potential for sales prior to receiving the
necessary regulatory approvals from the U.S. Food and Drug Administration and/or
comparable European authorities. We could begin generating sales revenue through
export sales of OMNIFERON, prior to receiving EU regulatory approvals for
marketing, under an agreement with the AGC group of companies. These sales,
however, are contingent upon AGC's receipt of the required regulatory approvals
for product commercialization in the designated territories, and our receipt of
requisite regulatory approvals.

         We did receive approval of our Clinical Trial Exemption Application
from the European Union regulatory authorities to begin clinical trials of
OMNIFERON, our multi-species natural human leukocyte-derived alpha interferon.
We began these trials in the European Union during the fourth calendar quarter
of 1999. We intend to submit an Investigational New Drug Application to the Food
and Drug Administration. We cannot assure you that we will receive these
approvals. These approvals require the successful completion of clinical trials
and our ability to raise significant additional investment capital to fund the
completion of these trials.

         Research and development costs totaled approximately $1,028,000 for the
first quarter of fiscal 2001 compared to $1,062,000 for the same period of the
previous year. The decrease of $34,000 (3%) reflects the continued
implementation of our cost reduction program, which began in calendar 1999. As
part of the overall plan, research and development efforts being conducted in
our Florida-based facility were transferred and consolidated into our Edinburgh,
Scotland facility. As a result, domestic laboratory supplies expenses decreased
by $81,400 between periods, while foreign laboratory supplies expenses only
decreased by $41,600, during the same period. Additionally, domestic research
salaries and support fees decreased by $102,900 during the quarter, while
foreign research salaries and support fees increased by $23,900.

         We did, however, incur $241,400 in new research and licensing fees
during the quarter. These fees were related to new collaborative agreements with
Cancer Research Campaign Technology Ltd., the National Institute of Health, and
PolyMASC Pharmaceuticals plc. These collaborations are intended to improve the
delivery system of the product, as well as broadening the possible target
indications for OMNIFERON.

         Finally, due to a decline in our stock price between June 30, 2000 and
September 30, 2000, we recognized a decrease adjustment in stock-based
compensation expense, on compensatory warrants being earned by scientific
consultants and vendors. This resulted in a net decrease of $52,400 in
research-related stock-based compensation between quarters.

         General and administrative expenses totaled approximately $1,096,000
for the quarter ended September 30, 2000, an increase of approximately $83,000
(8%) from the same period of the preceding year. While administrative salaries
and support fees increased by $140,000 between quarters, we recognized another




                                       12
<PAGE>   13


stock-based compensation adjustment on compensatory warrants being earned by
administrative consultants. This adjustment was also caused by a decline in our
stock price during the period and it resulted in a $100,000 decrease in
administrative stock-based compensation expense between periods.

         We recognized approximately $19,000 in losses related to our investment
in Inflammatics, Inc. down from $146,000 in the prior year. These losses
reflected 100% of the losses incurred by Inflammatics associated with the
clinical testing of LEUKOVAX and the expensing of our excess investment costs.
During the first quarter of fiscal 2001, we completed expensing our investment
in Inflammatics.

         The significant decrease in interest expense is related to debt
instruments which were outstanding during the first quarter of fiscal 2000, but
not outstanding during the same period of fiscal 2001. Specifically, Viragen had
outstanding 8% convertible promissory notes with a principal balance of
$2,000,000 and a short-term promissory note totaling $600,000. Also, we incurred
approximately $700,000 of interest expense on reset shares issued to investors
upon the conversion of the promissory notes.

         Our management anticipates operational losses will continue increasing
as we expand our clinical trials of OMNIFERON. In January 1999, we began
implementing a cost-reduction plan. Planned cost reductions implemented in
calendar 1999 are expected to save approximately $2.4 million annually in
operating expenses. The reductions include the elimination of administrative and
research positions in the U. S. saving approximately $1.6 million. We also
closed our Florida-based research facility consolidating these operations in our
Scottish facility and saving approximately an additional $800,000 annually. We
sold our Florida-based research facility in August 2000. These changes in
operations reflect the shift from developing OMNIFERON in our domestic
laboratories to scale-up development and conducting clinical research in the
European Union. As a result, while significant savings will be realized in the
U.S., particularly in general and administrative expenses, these savings will be
more than offset by increasing expenses in our Scottish facilities, as we
continue to expand our clinical trial program in the European Union, along with
continuing research projects to further develop our OMNIFERON product.



                                       13
<PAGE>   14


PART II - OTHER INFORMATION

Item 5.  Other Information

         On September 29, 2000, Mr. Robert Zeiger resigned his positions as a
director of Viragen and member of the Executive Committee. His resignation was
due to health reasons. Mr. Sidney Dworkin, a director of Viragen and member of
the Audit and Finance Committee died on October 17, 2000. His position on the
Audit and Finance Committee was filled by Mr. Peter Fischbein, a currently
standing director.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

        (11)  Computation of Per Share Earnings
        (27)  Financial Data Schedule (for SEC use only)

(b)      Reports on Form 8-K

         None.



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<PAGE>   15





                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    VIRAGEN, INC.



                                    By: /s/ DENNIS W. HEALEY
                                        -------------------------------------
                                         Dennis W. Healey
                                         Executive Vice President and
                                         Principal Financial Officer

                                     By: /s/ JOSE I. ORTEGA
                                         ------------------------------------
                                         Jose I. Ortega
                                         Controller and
                                         Principal Accounting Officer

Dated:    November 13, 2000








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