<PAGE>
PROSPECTUS SUPPLEMENT File No. 33-77396
(TO PROSPECTUS DATED APRIL 22, 1994) Filed Pursuant to Rule 424(b)(2)
under the Securities Act of 1933
665,352 SHARES
CYTOGEN CORPORATION
COMMON STOCK
___________________
Pursuant to an Investment Agreement (the "Investment Agreement")
between Cytogen Corporation (the "Company") and Fletcher Fund, L.P., a Delaware
limited partnership (the "Investor"), dated as of September 8, 1995, the Company
agreed to sell to the Investor, subject to the terms and conditions of the
Investment Agreement, 665,352 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock"). The Company and the
Investor have agreed that the purchase and sale of the Shares will occur on or
about September 11, 1995. In addition, under the terms of the Investment
Agreement, the Company shall have the right, during the period beginning October
13, 1995 and ending March 29, 1996, to issue and sell to, and the Investor will
be obligated to purchase, up to 675,000 shares of Common Stock from time to time
(collectively, the "Put Rights") at a purchase price per share equal to 101% of
the average of the daily volume weighted average price of the Common Stock on
the Nasdaq National Market during a designated twenty-one business day period.
Under certain circumstances, the Investor will have the right to decrease or
increase the number of shares of the Common Stock to be purchased in connection
with the exercise of a Put Right by the Company, but in no event shall the total
number of shares sold by the Company and purchased by the Investor pursuant to
the Investment Agreement exceed 4.9% of the total number of shares of the Common
Stock outstanding, after giving effect to the proposed sale and purchase of the
shares in question.
On September 6, 1995, the last reported sale price of the Common
Stock, as reported on Nasdaq was $5.50 per share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
<TABLE>
<CAPTION>
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Sales Price Proceeds To Company (1)
----------- -----------------------
--------------------------------------------------------------------------------
<S> <C> <C>
Per share............. $ 4.058 $ 4.058
Total................. $ 2,700,000 $ 2,700,000
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</TABLE>
(1) Before deducting estimated expenses of approximately $5,000 payable by the
Company.
The date of this Prospectus Supplement is September 8, 1995.
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DILUTION
The net tangible book value per share of the Common Stock at June 30,
1995 was $0.160. Without taking into account any change in the Company's net
tangible book value after June 30, 1995, other than giving effect to the
issuance and sale of the Shares at $4.058 per share as shown on the cover page
(after deducting estimated expenses), the pro forma net tangible book value per
share of the Common Stock would have been $0.240. This represents an immediate
increase in net tangible pro forma book value per share of $0.080 to present
stockholders and an immediate dilution of $3.818 per share to the Investor. The
following table illustrates the per share effect of this dilution on the
Investor's purchase of Common Stock:
<TABLE>
<CAPTION>
<S> <C>
Sales price of Common Stock.........................................$4.058
Net tangible book value before sale...................$0.160
Increase attributable to payments by the Investor.....$0.080
Pro forma net tangible book value after sale /(1) (2)/..............$0.240
Dilution of the Investor............................................$3.818
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</TABLE>
1. Excludes 250,000 shares of redeemable Common Stock, 4,285,000 shares of
Common Stock issuable upon exercise of outstanding warrants, 2,012,500
shares of Common Stock issuable pursuant to contingent value rights to
purchase Common Stock, 11,961,980 shares of Common Stock issuable in
connection with the merger of Cellcor, Inc. with and into a wholly-owned
subsidiary of the Company and the related subscription offering, and
2,711,620 shares of Common Stock issuable upon the exercise of
outstanding stock options.
2. The above calculation does not give effect to the purchase of 1,800,000
shares of Common Stock issued pursuant to the exercise of an option by
Fletcher Capital Markets, Inc., in August 1995. The effect of the
exercise of the option on the Investor is to increase the pro forma net
tangible book value by $0.200 per share to $0.440 per share.
