Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-138796
PROSPECTUS
SUPPLEMENT NO. 2
Dated
February 24, 2009
3,272,400
SHARES
SIGA
Technologies, Inc.
This
Prospectus Supplement amends and supplements the Prospectus dated December 5,
2006, as previously amended and supplemented by that certain Prospectus
Supplement No. 1, dated May 16, 2007 (collectively, the “Prospectus”) of SIGA
Technologies, Inc. (“SIGA”) relating to the offer and sale from time to time by
certain selling stockholders of up to 3,272,400 shares common stock, par value
$.0001 per share (the “Shares”). This number of Shares represents the
aggregate of 2,000,000 shares issued and 1,000,000 shares underlying warrants
issued pursuant to a securities purchase agreement dated October 19, 2006,
between SIGA and certain investors thereto, as well as 136,200 shares underlying
warrants issued pursuant to an Exclusive Finder's Agreement dated November 1,
2005, between SIGA and The Shemano Group, Inc., and 136,200 shares underlying
warrants issued pursuant to a Finder's Agreement dated October 19, 2006, between
SIGA and Empire Financial Group, Inc. This Prospectus Supplement should be read
in conjunction with, and may not be delivered or utilized without, the
Prospectus. This Prospectus Supplement is qualified by reference to the
Prospectus, except to the extent that the information in this Prospectus
Supplement supersedes the information contained in the Prospectus.
Investing
in our Shares involves a high degree of risk. See “Risk Factors” beginning on
page 6 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.
One of
the selling stockholders, Terrence Cush (“Cush”), transferred a warrant to
purchase certain Shares to Warrant Strategies Fund, L.L.C. (“WSF”) in February
2009. In addition, another of the selling stockholders, Gary J.
Shemano (“Shemano”), transferred a warrant to purchase certain Shares to Lucinda
Lee, Trustee for the benefit of the Gary Shemano Son’s Trust (the “Shemano
Trust”) in February 2009. The purpose of this Prospectus Supplement is to (i)
amend the Selling Stockholders table in order to (a) reflect the transfers of
such underlying Shares from Cush to WSF and from Shemano to the Shemano Trust
and (b) correct the inadvertent omission of Daniel Schwartz (“Schwartz”) from
the Selling Stockholders table in the Prospectus, and (ii) correct an
inadvertent mistake made in the Prospectus as to the Shares beneficially owned
and offered for resale by Cush and Shemano. Accordingly, this
Prospectus Supplement No. 2 amends the Selling Stockholders table beginning on
page 16 in the Prospectus by deleting the Cush and Shemano lines and by adding
to the Selling Stockholders table the lines below with respect to WSF, the
Shemano Trust and Schwartz. All other information in the Prospectus
shall remain unchanged. Percentage of beneficial ownership was
calculated based on 35,962,345 Shares outstanding as of February 17,
2009.
|
Shares
Beneficially Owned
Prior to
Offering
|
Shares
Being
Offered
|
Shares
Beneficially
Owned
After Offering
|
||||
|
Number
|
Percent
|
Number
|
Percent
|
|||
|
Name of Beneficial Owner
|
||||||
|
Daniel
Schwartz
|
20,430
|
*
|
20,430
|
--
|
0.0%
|
|
|
Warrant
Strategies Fund, L.L.C.
|
20,430
|
*
|
20,430
|
--
|
0.0%
|
|
|
Lucinda
Lee, Trustee for the benefit of the
Gary Shemano Son’s
Trust
|
95,340
|
*
|
95,340
|
--
|
0.0%
|
|
__________
* Less
than 1.0%