<PAGE> 1
FILING PURSUANT TO RULE 424(b)(2)
REGISTRATION STATEMENT NO. 333-33774
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED APRIL 19, 2000)
4,960,317 SHARES
ADVANCED VIRAL RESEARCH CORP.
COMMON STOCK
You should read this prospectus supplement no. 1 along with the
accompanying prospectus. These documents contain information you should consider
when making your investment decision. You should rely only on the information
contained or incorporated by reference in this prospectus supplement no. 1 and
the accompanying prospectus. We have not authorized anyone else to provide you
with different or additional information.
This prospectus supplement no. 1 and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement no. 1 and
the accompanying prospectus do not constitute an offer to sell or a solicitation
of an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement no. 1 and the accompanying
prospectus may change after the date on the front of the applicable document.
You should not interpret the delivery of this prospectus supplement no. 1 or the
accompanying prospectus or the sale of the common stock as an indication that
there has been no change in our affairs since that date.
Our principal executive offices are located at 200 Corporate Boulevard
South, Yonkers, New York 20701. Our telephone number is (914) 376-7383.
------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
------------------
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.
------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT NO. 1 IS NOVEMBER 16, 2000
S-1
<PAGE> 2
USE OF PROCEEDS
We will use the net proceeds of this offering of our common stock as
described in the prospectus. See "Use of Proceeds" beginning on page 7 of the
prospectus.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement no. 1, we are offering 4,960,317
shares of our common stock to Roseworth Group Ltd., a British Virgin Islands
corporation. We have entered into a Stock Purchase Agreement dated November 16,
2000 with Roseworth Group pursuant to which we will issue and sell to Roseworth
Group 4,960,317 shares of our common stock at a negotiated price of $0.3024 per
share. There has been no material relationship between Roseworth and Advanced
Viral Research Corp. in the past three years other than in connection with the
Stock Purchase Agreement mentioned above.
Roseworth Group is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with its sale of the shares purchased from
us described in this prospectus supplement no. 1. Broker-dealers or other
persons acting on the behalf of parties that participate in the distribution of
the shares may also be deemed to be underwriters. Any commissions or profits
they receive on the resale of the shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
During the time Roseworth Group is engaged in distributing shares
covered by this prospectus supplement no. 1 and accompanying prospectus,
Roseworth Group may be subject to, among other regulations, Regulation M under
the Securities Exchange Act of 1934. With certain exceptions, to the extent
Roseworth is subject to Regulation M, it may not engage in any stabilization
activity in connection with our securities, must furnish each broker who offers
shares of common stock covered by this prospectus supplement no. 1 and
accompanying prospectus with the number of copies of this prospectus supplement
no. 1 and accompanying prospectus which are required by each broker, and may not
bid for or purchase
S-2
<PAGE> 3
any of our securities or attempt to induce any person to purchase any of our
securities other than as permitted under the Exchange Act.
MARKET FOR OUR COMMON STOCK
Our common stock is traded on the National Association of Securities
Dealers, Inc.'s OTC Bulletin Board under the symbol "ADVR." On November 15, 2000
the high closing bid and low closing ask prices for our common stock on the
Bulletin Board were $0.305 and $0.31, respectively. As of November 15, 2000, we
had 361,989,301 shares of common stock outstanding.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement no. 1 and the accompanying
prospectus. We incorporate the documents indicated on page 9 of our prospectus.
S-3
<PAGE> 4
TABLE OF CONTENTS
Page
----
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................. S-2
Plan of Distribution........................................ S-3
Market for our Common Stock................................. S-3
PROSPECTUS
About this Prospectus....................................... 1
The Company................................................. 2
Risk Factors................................................ 3
Use of Proceeds............................................. 7
Plan of Distribution........................................ 7
Description of Common Stock................................. 8
Incorporation of Certain Documents by Reference............. 9
Where to Find More Information.............................. 10
Legal Matters............................................... 10
Experts..................................................... 10
<PAGE> 5
200,000,000 SHARES
ADVANCED VIRAL RESEARCH CORP.
COMMON STOCK
Advanced Viral Research Corp. ("ADVR") may offer from time to time in
one or more offerings an aggregate of up to 200,000,000 shares of our common
stock. We may offer the common stock in separate series in amounts, at prices
and on terms to be set forth in one or more supplements to this prospectus
(each, a "prospectus supplement"). When we decide to issue common stock, we will
provide you with the specific terms and the public offering price of the common
stock in prospectus supplements. You should read this prospectus and the
prospectus supplements carefully before you invest. This prospectus may not be
used to offer or sell the common stock unless accompanied by a prospectus
supplement.
Our common stock is traded on the National Association of Securities
Dealers, Inc.'s OTC Bulletin Board under the symbol "ADVR." On March 27, 2000
the high and low bid prices for our common stock on the Bulletin Board were
$0.76 and $0.65, respectively.
See "Risk Factors" on page 3 to read about factors you should consider
before buying shares of the common stock.
--------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------
The date of this prospectus is April 19, 2000.
<PAGE> 6
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf process, we may from time to time sell any number of the shares
of common stock described in this prospectus in one or more offerings up to a
total of 200,000,000 shares.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
below under the heading "Where To Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement and the information incorporated by
reference, contains additional information about the securities offered under
this prospectus. That registration statement can be read at the Securities and
Exchange Commission, or SEC, web site or at the SEC offices mentioned below
under the heading "Where To Find More Information."
You should rely only on the information provided in this prospectus and
in any prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus, or
any supplement to this prospectus, is accurate at any date other than the date
indicated on the cover page of these documents.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This prospectus includes forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. Words such as "expects," "may," "will," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," and similar expressions
identify forward-looking statements. These forward-looking statements are
subject to important factors, disclosed in this prospectus, that could cause
actual results to differ materially from such expectations, including those
factors discussed in "Risk Factors."
We will not publicly update or revise any forward-looking statements,
whether because of new information, future events or otherwise. In light of
these risks, uncertainties, and assumptions, the forward-looking events
discussed in the prospectus might not occur.
1
<PAGE> 7
THE COMPANY
Advanced Viral Research Corp. ("ADVR") was formed in July 1985 to
engage in the production and marketing, promotion and sale of a pharmaceutical
drug with the trade name "Reticulose." Under the Federal Food, Drug, and
Cosmetic Act, as amended in 1962, the Food and Drug Administration, or FDA,
classified Reticulose as a "new drug" requiring FDA approval prior to any sale
in the United States. Reticulose (the current formulation of which is now known
as and hereinafter referred to as "Product R") has not been approved for sale or
use by the FDA or any foreign government body, and thus we have not as yet
commenced any commercial operations. We are dependent on registration and/or
approval by applicable regulatory authorities of Product R in order to commence
commercial operations.
Our operations over the last five years have been limited principally
to engaging in research, in vitro testing and analysis of Product R in the
United States, and engaging others to perform testing and analysis of Product R
on human patients overseas. The FDA has not approved human clinical trials for
Product R in the United States. We may be required, in the absence of grants or
other subsidies, to bear the expenses of the first phase of human clinical
trials to the extent the FDA permits human clinical trials to occur. We do not
know what the actual cost of such trials would be. If we need additional
financing to fund such human clinical trials, it may not be available to us,
which may force us to reduce our operations.
Our principal executive offices are located at 200 Corporate Boulevard
South, Yonkers, New York 10701, and our telephone number is (914) 376-7383. For
further information about the business and operations of ADVR, reference is made
to ADVR's reports incorporated herein by reference. See "Incorporation of
Certain Information by Reference" below.
2
<PAGE> 8
RISK FACTORS
Our securities are highly speculative. You shouldn't purchase them
unless you can afford to lose your entire investment. You should consider very
carefully the following risk factors before you decide to purchase our
securities.
1. Because our shares are 'penny stocks,' you may be unable to resell them in
the secondary market.
A "penny stock" is an equity security with a market price of less than
$5 per share which is not listed on the Nasdaq or a national securities
exchange. Due to the extra risks involved in an investment in penny stocks,
federal securities laws and regulations require broker/dealers who recommend
penny stocks to persons other than their established customers and accredited
investors to make a special written suitability determination for the purchaser,
provide them with a disclosure schedule explaining the penny stock market and
its risks, and receive the purchaser's written agreement to the transaction
prior to the sale. These requirements limit the ability of broker/dealers to
sell penny stocks. Also, because of the extra requirements, many broker/dealers
are unwilling to sell penny stocks at all. As a result, you maybe unable to
resell the stock you buy in this offering and could lose your entire investment.
2. The exercise or conversion of our outstanding convertible securities could
have a significant negative impact on the market price of our common stock.
As of the date of this prospectus, in addition to the 343,368,290
shares of our common stock currently outstanding, the following securities are
outstanding:
o Stock options to purchase an aggregate of 28,696,114 shares of common
stock at exercise prices ranging from $0.15 to $0.36
o Warrants to purchase an aggregate of 14,247,896 shares of common stock
at prices ranging from $0.199 to $0.864
o Convertible debentures currently estimated to be convertible into an
aggregate of approximately 29,138 shares based on the average bid and
ask price of our common stock on March 27, 2000, which was $0.715.
If all the options, warrants, and convertible debentures were fully
exercised and converted, as the case may be, there would be outstanding an
additional 42,973,148 shares of common stock. The sale or availability for sale
of this number of shares of common stock in the public market could depress the
market price of the common stock. Additionally, the sale or availability for
sale of this number of shares may lessen the likelihood that additional equity
financing will be available to us, on favorable or unfavorable terms.
3
<PAGE> 9
3. It is unlikely that our company will be able to continue as a going concern
without a significant improvement in our financial condition, which has
constrained our ability to finance necessary research, development and
other operating expenses as needed.
Our independent certified public accountants' report on our
consolidated financial statements for the fiscal year ended December 31, 1999
includes an explanatory paragraph regarding our ability to continue as a going
concern. During the next 12 months we expect to spend approximately $9,000,000
($4,000,000 of which was raised during the first quarter of fiscal 2000) to
conduct research and development related activities, including approximately
$2,250,000 for the preparation of the IND for submission to the FDA. We
currently are unable to calculate the amount we will require in additional
funding to complete the FDA approval process, including conducting clinical
trials and filing the NDA application. Our ability to continue operations is
dependent upon our continued sale of our securities for funds to meet our cash
requirements, and as a result our ability to continue as a going concern is
doubtful.
Unless we are able to generate sufficient revenue or raise additional
funds when needed, it is likely that we will be unable to continue our planned
activities, even if we are making progress with our research and development
projects. The longer the duration of the regulatory approval process, the more
unlikely it is that we will be able to raise such funds on favorable terms or at
all, or that any funds raised will be sufficient to complete the FDA approval
process to achieve our goal of commercial distribution in the United States and
elsewhere. Furthermore, there is no guarantee that approval of Product R by the
FDA or any other regulatory authority, or additional financing from the sale of
our securities, will translate into any material change in our financial
condition. The extensive delays and costs of complying with the FDA regulations
makes it unlikely that we will have adequate funds to finance the necessary
clinical studies and related costs.
4. If we do not obtain the FDA's approval to conduct clinical tests of Product
R in the United States, we will not be able to complete its development and
may not be able to sell it anywhere.
Product R is the only product we are developing, We will not be able to
sell it in the United States unless we submit, and the FDA approves, a new drug
application, known as an "NDA." We must conduct clinical trials of Product R in
humans before we submit an NDA. However, we cannot begin clinical trials in the
United States until the FDA approves our notice of claimed investigational
exemption for a new drug, or "IND." We have not yet submitted an IND for Product
R and we don't know if or when we will submit one. The FDA will not approve our
IND if we haven't satisfied regulatory protocols and other preapproval
requirements required for the introduction of a new or unapproved drug.
If we submit an IND and the FDA approves it, we won't be able to begin
clinical testing unless we are able to obtain the additional financing we need
in order to conduct the trials. It is also possible that clinical trials, if
conducted, will not prove that Product R is safe or effective in treating
viruses of any kind, in which case we won't be able to submit an NDA and we
won't be able to sell Product R in the United States.
4
<PAGE> 10
We haven't been able to sell Product R outside the United States
because we don't have a free sales certificate for Product R. A free sales
certificate is a document issued by the country in which a pharmaceutical
product is manufactured, certifying that the country permits the "free sale" of
the product in that country. The Bahamas, where our manufacturing facility is
located, has no procedure in place to issue a free sales certificate for any
therapeutic drug, including Product R. Most countries require that a
pharmaceutical product be at least registered and certified for free sale in the
country in which it is manufactured before allowing the registration of the
product in that country. Because we are unable to obtain a certificate from the
Bahamas, we are not able to meet registration requirements in the countries
which require the certificate, and will be unable to sell Product R in those
countries.
5. We have incurred losses since our inception, have no product revenue, and
expect to incur additional losses in the future.
Although we were formed in 1985, we are still in the development stage.
From inception through December 31, 1999, we had an accumulated deficit of
approximately $19,700,000. We expect that our deficit will continue to increase.
The only product revenues we have ever had are insignificant amounts related to
our distribution of Product R for testing purposes. We do not currently have any
source of product revenue. At this time we have no basis to believe that we will
ever generate operating revenues from the sale of Product R.
6. We depend on patents and proprietary rights, which may offer only limited
protection against potential infringement. If we are unable to protect our
patents and proprietary rights, our business, financial condition and
results of operations will be harmed.
Patent protection and trade secret protection are important to our
business and that our future will depend, in part, on our ability to maintain
trade secret protection, obtain patents and operate without infringing the
proprietary rights of others both in the United States and abroad. Litigation or
other legal proceedings may be necessary to defend against claims of
infringement, to enforce our patents, or to protect our trade secrets, and could
result in substantial cost to us and diversion of our efforts. We have currently
pending 15 patent applications with the United States Patent and Trademark
Office (the "PTO") relating to Product R and 17 foreign patent applications. In
the United States, ADVR has one patent allowed and three have been issued by the
PTO.
We also rely on trade secrets, know-how and continuing technological
advancements to protect our proprietary technology. We require all of our
employees, consultants, advisors and collaborators to enter into confidentiality
agreements that prohibit the use or disclosure of information that is deemed
confidential. The agreements also oblige our employees, consultants, advisors
and collaborators to assign to us developments, discoveries and inventions made
by such persons in connection with their work with us. However, these parties
may not honor these agreements and we may not be able to successfully protect
our rights to unpatented trade secrets and know-how. Others may independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to our trade secrets and know-how.
To facilitate development of our proprietary technology base, we may
need to obtain licenses to patents or other proprietary rights from other
parties. If we are unable to obtain such licenses, our product development
efforts may be delayed.
We may collaborate with universities and governmental research
organizations which, as a result, may acquire certain rights to any inventions
or technical information derived from such collaboration.
5
<PAGE> 11
We may incur substantial costs in asserting any patent rights and in
defending suits against us related to intellectual property rights. Such
disputes could substantially delay our product development or commercialization
activities. The United States Patent and Trademark Office or a private party
could institute an interference proceeding relating to our patents or patent
applications. An opposition or revocation proceeding could be instituted in the
patent offices of foreign jurisdictions. An adverse decision in any such
proceeding could result in the loss of our rights to a patent or invention.
7. Our business could be harmed if we lose the services of the key personnel
upon whom we depend.
Advanced Viral is currently wholly dependent upon the personal efforts
and abilities of our three full-time executive officers, only one of whom,
Bernard Friedland, Chairman of the Board, has any experience in the
pharmaceutical industry. The loss or unavailability to us of the services of
Bernard Friedland or Dr. Hirschman, President and Chief Executive Officer, could
have a material negative impact on our business prospects and any potential
earning capacity, and, therefore, we have obtained "key-man" insurance on the
lives of Mr. Friedland and Dr. Hirschman in the amounts of $400,000 and
$1,000,000, respectively. If our level of operations significantly increase, the
business may depend upon our abilities to attract and hire additional management
and staff employees. It is possible that we will be unable to secure such
additional management and staff when necessary.
8. The voting control held by present management could significantly impact
our business.
As of the date of this prospectus, our current officers and directors
beneficially owned 91,052,133 shares of our common stock, or approximately 25.3%
of the shares of common stock deemed outstanding on such date for the purposes
of the percentage calculation, including certain shares underlying options held
by Dr. Hirschman. As there are no cumulative voting rights, current management,
by virtue of their stock ownership, can be expected to influence substantially
the election of our board of directors and thereby continue to impact
substantially our business, affairs and policies.
6
<PAGE> 12
USE OF PROCEEDS
We will use the net proceeds received from the sale of the securities
for the preparation of the IND for Product R, the continuation of clinical
trials in Argentina, ongoing research activities, and general corporate
purposes, which may include capital equipment expenditures, at the discretion of
management.
The amounts and timing of our actual expenditures for each purpose may
vary significantly depending upon numerous factors, including the status of our
product development efforts, regulatory approvals, competition, marketing and
distribution activities. Pending such uses, we intend to invest the net proceeds
of this offering in short-term, investment grade, interest-bearing securities.
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus:
o through agents;
o to or through underwriters;
o through dealers;
o through a block trade in which the broker or dealer engaged
to handle the block trade will attempt to sell the
securities as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
o directly to purchasers, through a specific bidding, auction
or other process; or
o through a combination of any of these methods of sale.
We may effect the distribution of the securities from time to time in
one or more transactions at a fixed price or prices, which may be changed from
time to time:
o market prices prevailing at the times of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
Agents designated by us from time to time may solicit offers to
purchase the securities. We will name any agent involved in the offer or sale of
the securities and set forth any commissions payable by us to an agent in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its
appointment. Any agent may be deemed to be an "underwriter" of the securities as
that term is defined in the Securities Act.
If we use an underwriter or underwriters in the sale of securities, we
will execute an underwriting agreement with the underwriter or underwriters at
the time we reach an agreement for sale. We will set forth in the prospectus
supplement the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transactions, including
compensation of the underwriters and dealers. This compensation may be in the
form of discounts, concessions or commissions. Underwriters and others
participating in any offering of securities may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. We will
describe any of these activities in the prospectus supplement.
7
<PAGE> 13
If a dealer is used in the sale of the securities, we or an underwriter
will sell securities to the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer at the
time of resale. The prospectus supplement will set forth the name of the dealer
and the terms of the transactions.
We may directly solicit offers to purchase the securities, and we may
sell directly to institutional investors or others. These persons may be deemed
to be underwriters within the meaning of the Securities Act with respect to any
resale of the securities. The prospectus supplement will describe the terms of
any direct sales, including the terms of any bidding or auction process.
Agreements we enter into with agents, underwriters and dealers may
entitle them to indemnification by us against specified liabilities, including
liabilities under the Securities Act, or to contribution by us to payments they
may be required to make in respect of these liabilities. The prospectus
supplement will describe the terms and conditions of indemnification or
contribution.
No securities may be sold under this prospectus without delivery, in
paper format, in electronic format on the internet, or both, of the applicable
prospectus supplement describing the method and terms of the offering.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, our Certificate of Incorporation
authorize us to issue 1,000,000,000 shares of common stock, par value $0.00001
per share. As of March 27, 2000, there were outstanding 343,368,290 shares of
common stock, all of which are fully paid for and non-assessable. The holders of
common stock:
o have equal ratable rights to dividends from funds legally
available therefore, when, as and if declared by our board of
directors;
o entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs;
o do not have preemptive, subscription, or conversion rights and
there are no redemption or sinking fund provisions applicable
thereto; and
o are entitled to one noncumulative vote per share on all matters
which stockholders may vote on at all meetings of stockholders.
American Stock Transfer & Trust Company is our transfer agent and
registrar, and is located in Brooklyn, New York.
8
<PAGE> 14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information that we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to part of this prospectus. These documents may include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as Proxy Statements. Any documents that we
subsequently file with the SEC will automatically update and replace the
information previously filed with the SEC. Thus, for example, in the case of a
conflict or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on
the information contained in the document that was filed later.
This prospectus incorporates by reference the documents listed below
that we previously have filed with the SEC and any additional documents that we
may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 between the date of this prospectus and the termination of
the offering of the securities. These documents contain important information
about us.
1. ADVR's Annual Report on Form 10-K for the year ended
December 31, 1999 filed with the Commission on March 30, 2000,
as amended; and
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1999, if any.
You can obtain a copy of any or all of the documents incorporated by
reference in this prospectus (other than an exhibit to a documents unless that
exhibit is specifically incorporated by reference into that document) from the
SEC on its web site at http://www.sec.gov. You also can obtain these documents
from us without charge by requesting them in writing, by email or by telephone
at the following address:
Alan V. Gallantar
Chief Financial Officer
Advanced Viral Research Corp.
200 Corporate Boulevard South,
Yonkers, New York 10701
(914) 376-7383
[email protected]
9
<PAGE> 15
WHERE TO FIND MORE INFORMATION
We have filed with the SEC a registration statement under the
Securities Act of 1933 that registers the distribution of the securities offered
under this prospectus. The registration statement, including the attached
exhibits and schedules and the information incorporated by reference, contains
additional relevant information about us and the securities. The rules and
regulations of the SEC allow us to omit from this prospectus certain information
included in the registration statement.
In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy this
information and the registration statement at the following locations of the
SEC:
o Public Reference Room, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20459;
o Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and
o New York Regional Office, Seven World Trade Center, 13th Floor,
New York, New York 10048.
You may also read and copy this information at the SEC's Public
Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20459, at
prescribed rates. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet World Wide Web site that
contains reports, proxy statements and other information about issuers of
securities, like us, who file such material electronically with the SEC. The
address of that web site is http://www.sec.gov. You also can inspect such
reports, proxy statements and other information about us at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006. Our common stock is traded on OTC Bulletin Board under
the symbol "ADVR."
LEGAL MATTERS
The validity of the shares offered in this prospectus will be passed
upon for Advanced Viral by Berman Wolfe Rennert Vogel & Mandler, P.A.,
NationsBank Tower, 35th Floor, 100 Southeast Second Street, Miami, Florida
33131.
EXPERTS
The Consolidated Financial Statements of Advanced Viral Research Corp.
included in this prospectus and in the registration statement, except as they
pertain to periods unaudited, have been audited by Rachlin Cohen & Holtz LLP,
independent certified public accountants, for the periods indicated in their
report appearing elsewhere in this prospectus, and are included in this
prospectus in reliance upon the report of such firm given upon the authority of
such firm as experts in accounting and auditing.
10
