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Filing Pursuant to Rule 424(b)(3)
Registration Statement No. 333-32306
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 21, 2000)
2,450,980 shares
Viragen, Inc.
Common Stock
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You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
INVESTING IN VIRAGEN, INC. COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF OUR PROSPECTUS DATED MARCH 21, 2000 TO
READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering an aggregate $2,500,000 of our common stock to
Ladenburg Thalmann & Co. Inc. under the terms of this prospectus supplement. The
common stock will be purchased at negotiated purchase prices during the pricing
period December 7, 2000 through January 11, 2001. This transaction will be
settled in one or more installments during this period. The transaction provides
for a minimum of $208,333 to be settled every two trading days. Ladenburg
Thalmann has the option to purchase more than the minimum during any settlement
period, up to the total of $2,500,000. The purchase price for each settlement
will be 85% of the daily volume weighted average price of our common stock,
during the respective settlement period. The maximum number of shares issuable
under this transaction will be 2,450,980 common shares. Ladenburg Thalmann may
sell the shares on the American Stock Exchange at prices available in the
market or directly to purchasers at negotiated prices. We will not pay any
other compensation in conjunction with this sale of our common stock in addition
to the arrangements discussed in our prospectus dated March 21, 2000. We have
agreed to indemnify the placement agent against liabilities, including
liabilities under the Securities Act of 1933.
USE OF PROCEEDS
The proceeds to us from this offering will be $2,500,000. We plan to
use the proceeds for general corporate purposes, including:
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o funding of clinical trials of our Omniferon(TM) product;
o funding collaborative research projects for the development
of new technologies;
o financing capital expenditures; and
o working capital.
Pending use of the proceeds for any of these purposes, we may invest
the proceeds in short-term investment grade instruments, interest-bearing bank
accounts, certificates of deposit, money market securities, U.S. government
securities or mortgage-backed securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On December 6, 2000, the last reported sales price of our common shares
on the American Stock Exchange was $2.50 per share. Our common stock began
trading under the symbol "VRA" on April 17, 2000, on the American Stock
Exchange.
As of December 6, 2000 and before the issuance of shares pursuant to
this prospectus supplement, we had 94,237,309 shares of common stock
outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this supplemental prospectus that are not
purely historical are forward-looking statements within in 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, including expected product
clinical trial commencement dates, product introductions, expected research and
development expenditures and related anticipated costs. All forward-looking
statements included in this document or documents incorporated by reference are
based on information available on this date, and we assume no obligation to
update any of our forward-looking statements. You should note that actual
results could differ 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
the related prospectus.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THE RELATED PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus supplement is December 7, 2000.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Plan of Distribution ........................................... 1
Use of Proceeds................................................. 1
Market for our Common Stock .................................... 2
General ........................................................ 2
Disclosure Regarding Forward-Looking
Statements.................................................... 2
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