PROSPECTUS
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Hemagen Diagnostics, Inc.
5,929,562 Shares of Common Stock and
2,964,781 Common Stock Purchase Warrants
This Prospectus relates to 5,929,562 shares (the "Shares") of Common
Stock, $.01 par value per share (the "Common Stock"), of Hemagen
Diagnostics, Inc., a Delaware corporation (the "Company"). Of the Shares,
2,695,255 are outstanding as of the date of this Prospectus and 2,964,781
are issuable upon exercise of common stock purchase warrants at an
exercise price of $2.75 per share (the "Private Placement Warrants"). In
addition, 269,526 of the Shares are issuable upon exercise of a placement
agent warrant (the "Placement Agent Warrant") which entitles the holder(s)
to purchase up to 269,526 units ("Units"), each Unit consisting of one
Share and one Private Placement Warrant, at $2.75 per Unit. The Shares,
Private Placement Warrants and Placement Agent Warrant were issued by the
Company in connection with a private placement completed in March 1996
(the "Private Placement") in which the Company sold 2,695,255 Units to
private investors at $2.95 per Unit. The purchase price of the Units was
negotiated between the Company and the placement agent and reflected the
approximate market price of the Common Stock at the time such price was
determined.
The holders of the Shares and Private Placement Warrants are
sometimes referred to herein as the "Selling Securityholders." The
Company will receive no part of the proceeds of any sale of Shares by the
Selling Securityholders. The Company will receive the exercise price of
the Private Placement Warrants to the extent the Private Placement
Warrants are exercised. None of the Private Placement Warrants or the
Placement Agent Warrants have been exercised as of the date of this
Prospectus. The Shares and Private Placement Warrants are sometimes
referred to herein collectively as the "Securities." See "Plan of
Distribution" and "Description of Securities."
The Company's Common Stock is traded on the National Association of
Securities Dealers Automated Quotation System Small-Cap Market ("NASDAQ")
and the Boston Stock Exchange (the "BSE") under the symbols "HMGN" and
"HGN," respectively. The Shares to be offered for sale pursuant to this
Prospectus may be offered for sale on NASDAQ, the BSE, or in privately
negotiated transactions. On June 11, 1996, the closing bid and ask prices
of the Company's Common Stock on NASDAQ were $2.75 and $3.00 per share,
respectively. The Company intends to apply for inclusion of the Private
Placement Warrants on NASDAQ and the BSE. Prior to this offering, there
has been no public market for the Private Placement Warrants and no
assurance can be given that an active public market will develop for the
Private Placement Warrants or, if developed, that it will be sustained.
The Company will assume all of the costs and fees relating to the
registration of the Shares, except for any discounts, concessions or
commissions payable to underwriters, dealers or agents incident to the
offering and sale of the Shares, and any fees and disbursements of counsel
to the Selling Securityholders.
An investment in the Securities involves a high degree of risk. See
"Risk Factors" contained elsewhere in this Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is July __, 1996.
