Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-138796
PROSPECTUS
SUPPLEMENT NO. 5
Dated
February 26, 2010
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, that certain Prospectus Supplement No. 2,
dated February 24, 2009, that certain Prospectus Supplement No. 3, dated May 19,
2009 and that certain Prospectus Supplement No. 4, dated June 19, 2009
(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 of 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, Warrant Strategies Fund, L.L.C. (“WSF”), transferred
warrants to purchase certain Shares to Rockmore Investment Master Fund Ltd.
(“Rockmore Master Fund”) in January 2010. The purpose of this
Prospectus Supplement is to amend the Selling Stockholders table in order to
reflect the transfer of such underlying Shares from WSF to Rockmore Master
Fund. Accordingly, this Prospectus Supplement No. 5 amends the
Selling Stockholders table beginning on page 16 in the Prospectus by deleting
the WSF line and amending the Rockmore Master Fund line in the Selling
Stockholders table to reflect the transfer of the Shares underlying the
transferred warrants from WSF to Rockmore Master Fund. All other
information in the Prospectus shall remain unchanged. Percentage of
beneficial ownership was calculated based on 43,228,135 shares of SIGA common
stock outstanding as of February 23, 2010.
|
Shares
Beneficially Owned
Prior to Offering
|
Shares
Being
Offered
|
Shares
Beneficially
Owned After Offering
|
||||||||||||||||||
| Number |
Percent
|
|
Number
|
Percent
|
||||||||||||||||
|
Name of Beneficial Owner
|
||||||||||||||||||||
|
Rockmore
Investment Master Fund Ltd. (3)
|
954,237 | 2.2% | 822,091 | -- | 0.0% | |||||||||||||||
(3)
Rockmore Capital, LLC (“Rockmore Capital”) and Rockmore Partners, LLC (“Rockmore
Partners”), each a limited liability company formed under the laws of the state
of Delaware, serve as the investment manager and general partner, respectively,
to Rockmore Investments (US) LP, a Delaware limited partnership, which invests
all of its assets through Rockmore Investment Master Fund Ltd., an exempted
company formed under the laws of Bermuda (“Rockmore Master Fund”). By
reason of such relationships, Rockmore Capital and Rockmore Partners may be
deemed to share dispositive power over the shares of our common stock owned by
Rockmore Master Fund. Rockmore Capital and Rockmore Partners disclaim beneficial
ownership of such shares of our common stock. Rockmore Partners has delegated
authority to Rockmore Capital regarding the portfolio management decisions with
respect to the shares of common stock owned by Rockmore Master Fund and, as of
February 26, 2010, Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers of
Rockmore Capital, are responsible for the portfolio management decisions of the
shares of common stock owned by Rockmore Master Fund. By reason of
such authority, Messrs. Bernstein and Daly may be deemed to share dispositive
power over the shares of our common stock owned by Rockmore Master
Fund. Messrs. Bernstein and Daly disclaim beneficial ownership of
such shares of our common stock and neither such person has any legal right to
maintain such authority. No other person has sole or shared voting or
dispositive power, as those terms are used for purposes under Regulation 13D-G
under the Exchange Act, with respect to the shares of our common stock owned by
Rockmore Master Fund. No person or “group” (as that term is used in
Section 13(d) of the Exchange Act or Regulation 13D-G thereunder) controls
Rockmore Master Fund.