Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-32306
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 21, 2000)
1,404,702 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 1,337,811 shares of our common stock to Isosceles Fund
Ltd. under the terms of this prospectus supplement. The common stock will be
purchased at a negotiated purchase price of $500,000. We will also issue
Isosceles Fund Ltd. a three (3) year warrant to purchase 66,891 shares of our
common stock at an exercise price per share of $0.43. We expect this transaction
to close following this filing. We will not pay any compensation in conjunction
with this sale of our common stock.
USE OF PROCEEDS
The net proceeds to us from this offering will be $500,000. We plan
to use the net proceeds for general corporate purposes, including:
o funding of the commercialization of our Multiferon(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 net proceeds for any of these purposes, we may
invest the net 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 July 18, 2002, the last reported sales price of our common stock on
the American Stock Exchange was $0.52 per share. Our common stock began trading
under the symbol "VRA" on April 17, 2000, on the American Stock Exchange.
As of July 17, 2002 and before the issuance of shares pursuant to this
prospectus supplement, we had 104,137,341 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 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, product revenues and profit margins, and anticipated operating
expense levels, including expected product clinical trial commencement dates,
product introductions, research and development expenditures and selling,
general and administrative expenditures. 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 July 19, 2002.
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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
3