UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~March 21,~~Act ~~2006~~of 1934

Date of Report (Date of earliest event reported): March 19, 2007

VIRAGEN, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15823	59-2101668
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
865 SW 78th Avenue, Suite 100, Plantation, Florida		33324
(Address of principal executive offices)		(Zip Code)


865 SW 78^th Avenue, Suite 100, Plantation, Florida		33324
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 233-8746

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement~~. Item 3.02 Unregistered Sales of Equity Securities.~~

OnItem ~~March 21, 2006, the Company received gross proceeds of approximately $1~~2.~~1 million,~~02. onResults ~~a private placement~~ of ~~Series J~~Operations ~~24% Cumulative Convertible Preferred Stock~~ and ~~warrants~~Financial to purchase shares of our common stock, bringing the gross proceeds from this offering to approximately $5.2 million. On March 13, 2006 the Company disclosed in a Form 8-K that on March 7, 2006, it received gross proceeds of approximately $4.1 million in connection with this transaction. Condition

~~The stated~~Item value of the preferred stock is $100 per share, and the holders of the preferred stock are entitled to receive a cumulative dividend of 24% per annum when and if declared by the Board of Directors of the Company8.01. ~~The~~Other dividend is payable in cash at the earlier of (i) annually in arrears commencing February 28, 2007 and annually thereafter or (ii) upon redemption following the closing of any subsequent financing with gross proceeds equal to or greater than $5,000,000. Events

~~The~~On ~~preferred~~March 19, ~~stock~~2007 isViragen, ~~convertible~~Inc. completed atan ~~the~~equity-for-debt ~~option~~restructuring ofagreement ~~the~~with ~~investors,~~seven ~~together~~institutional ~~with~~investors ~~accrued~~who ~~and unpaid~~had ~~dividends~~previously ifheld ~~elected~~approximately by$9.2 ~~the~~million ~~investors,~~in atconvertible anotes ~~conversion~~and ~~price~~debentures, oras ~~rate~~well ofas $1related warrants.25 ~~per~~The ~~share~~terms ~~into common stock~~ of ~~the~~this ~~Company.~~debt ~~The~~restructuring agreement ~~Company~~permitted ~~and~~ the ~~investors~~holders ~~each~~of ~~have~~ the ~~option~~notes, atdebentures ~~such~~and ~~time~~related ~~as the~~warrants ~~Company~~to ~~completes~~immediately aexchange ~~subsequent~~those ~~financing~~securities for ~~gross~~common ~~proceeds~~shares of ~~$5,000,000~~Viragen. orThe ~~more~~exchange towas ~~have~~effected ~~the Company~~at ~~redeem~~a ~~all~~rate orof aone ~~portion~~share of ~~their~~common ~~preferred~~ stock ~~and~~for ~~any~~each ~~accrued~~$0.10 ~~and~~of ~~unpaid~~outstanding ~~dividends,~~notes ~~rounded~~and updebentures, toresulting in the ~~year~~issuance ~~end~~ of ~~the~~approximately ~~year~~93 million ~~of redemption~~shares. InThe ~~addition,~~amount ~~under~~of ~~certain~~notes, ~~circumstances~~debentures, ~~the~~ ~~Company~~interest ~~has~~and ~~the~~warrants ~~right~~tendered tofor ~~redeem~~exchange ~~the~~by ~~preferred~~each ~~stock~~debt ifholder ~~its~~and ~~common~~the ~~shares~~number ~~trade~~of atshares ~~$2.50~~issued ~~or higher~~in ~~for~~exchange atherefore ~~period~~is ofas ~~10 consecutive trading days.~~follows:

For each share of preferred stock purchased, investors received Class A warrants to purchase 80 shares of common stock at an exercise price of $1.25 per share for a term of five years from the date of issuance. The warrants include a cashless exercise provision. No redemption rights for the warrants are provided to either the Company or the investors.


Name of Investor	Principal Amount of Debt Exchanged		Accrued But Unpaid Interest Exchanged		Number of Warrants Exchanged	Number of Shares Issued in Exchange
Alexandra Global Master Fund Ltd.	$	3,500,000	$	53,764	1,343,854	35,537,639
Alpha Capital AG		500,000		7,680	191,981	5,076,806
Crescent International Limited		653,125		9,217	431,578	6,623,417
Crestview Capital Master, LLC		53,125		—	47,619	531,250
Portside Growth and Opportunity Fund		1,366,467		20,989	—	13,874,561
Rockmore Investment Master Fund Ltd.		633,533		9,733	243,251	6,432,662
Satellite Strategic Finance Associates, LLC		2,450,000		37,635	2,303,748	24,876,348

Total	$	9,156,250	$	139,018	4,562,031	92,952,683

~~The~~As ~~Company~~a isresult ~~obligated~~of tothe ~~file~~restructuring of indebtedness, as described above, Viragen’s indebtedness (current and long-term) has been reduced by an aggregate of $9,156,250 and its stockholders’ equity has increased by approximately $8.2 million on a ~~registration~~pro ~~statement~~forma tobasis. ~~permit~~The following balance sheet presents the ~~resale~~actual balance sheet of ~~the~~Viragen ~~common~~as of ~~shares~~December 31, ~~underlying~~2006, as adjusted solely to give effect to the ~~preferred~~exchange ~~stock~~of equity-for-debt, as described above. The balance sheet is unaudited and, ~~warrants~~other ~~within~~than ~~30 days~~with ofrespect to the ~~final closing~~exchange, ~~and~~does not give effect to results of operations subsequent ~~cause~~to ~~the~~December 31, ~~registration~~2006. ~~statement~~The balance sheet also does not give effect to other adjustments that may need to be ~~declared~~recorded ~~effective~~as ~~within~~a ~~90 days~~result of the ~~filing~~reduction ~~date.~~in ~~The~~ the conversion prices on the Company’s isremaining ~~obligated~~convertible debt and issuance of additional warrants to ~~pay~~certain ~~investors~~warrant ~~liquidated~~holders ~~damages~~that were entitled to additional warrants upon the reduction in ~~cash~~the ~~equal~~exercise toprice 1of their warrants.5% ofWe expect stockholders’ equity at March 31, 2007 will be less than the ~~stated~~amount ~~value of~~shown in the December ~~preferred~~31, ~~shares~~2006 ~~per~~pro ~~month~~forma ~~for~~balance ~~any~~sheet ~~failure~~primarily toas ~~timely~~a ~~file~~result orof ~~obtain~~operational anlosses ~~effective registration~~incurred ~~statement~~during the quarter ending March 31, 2007.

~~The~~VIRAGEN, ~~net proceeds from the offering of approximately $4~~INC.~~7 million~~ ~~will~~AND beSUBSIDIARIES ~~used for working capital purposes.~~

~~Dawson~~CONSOLIDATED ~~James~~CONDENSED ~~Securities,~~BALANCE ~~Inc.~~SHEETS served as placement agent for the transaction, and received a placement agent cash fee of 8% of monies raised and a non-accountable expense fee of an additional 2% of monies raised. The placement agent also received warrants to purchase common stock in an amount equal to 8% of the shares underlying the units sold, which are exercisable at $1.25 per warrant share for a 60-month period.

2 (Unaudited)

Each of the investors who participated in the private placement was an accredited investor within the meaning of Rule 501 of Regulation D under Securities Act of 1933. The investors were provided access to business and financial data about the Company and had knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Company. No general solicitation or advertising was deployed in connection with the transaction. An applicable filing under Regulation D was made with the Securities and Exchange Commission. Accordingly, the issuance of the securities was exempt from registration under the Securities Act of 1933 by reason of Sections 4(2) and 4(6) of such Act and Rule 506 under Regulation D, as a transaction by an issuer not involving a public offering.


	Actual December 31, 2006			Pro Forma December 31, 2006
ASSETS
Current assets
Cash and cash equivalents	$	2,343,488		$	2,322,863
Accounts receivable		65,368			65,368
Inventories		664,089			664,089
Prepaid expenses		624,635			624,635
Other current assets		196,389			111,998

Total current assets		3,893,969			3,788,953
Property, plant and equipment
Land, building and improvements		5,130,186			5,130,186
Equipment and furniture		4,309,875			4,309,875

		9,440,061			9,440,061
Less accumulated depreciation		(4,611,816	)		(4,611,816	)

		4,828,245			4,828,245
Goodwill		4,176,265			4,176,265
Developed technology, net		1,574,117			1,574,117
Deposits and other assets		77,288			20,651

	$	14,549,884		$	14,388,231

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	988,001		$	988,001
Accrued expenses and other liabilities		1,086,420			901,795
Current portion of convertible notes and debentures		78,034			19,761
Short term borrowings		112,736			112,736
Current portion of long-term debt		73,216			73,216

Total current liabilities		2,338,407			2,095,509
Convertible notes and debentures, less current portion		9,514,303			1,363,762
Long-term debt, less current portion		654,141			654,141
Deferred income tax liability		390,799			390,799
Royalties payable		107,866			107,866

Commitments and contingencies

Stockholders’ equity
Convertible 10% Series A cumulative preferred stock, $1.00 par value. Authorized 375,000 shares; 2,150 shares issued and outstanding at December 31, 2006. Liquidation preference value: $10 per share, aggregating $21,500 at December 31, 2006		2,150			2,150
Common stock, $.01 par value. Authorized 250,000,000 shares; 120,285,104 shares issued and outstanding and 214,360,131 shares (pro forma) issued and outstanding at December 31, 2006		1,202,851			2,143,601
Capital in excess of par value		173,726,307			182,265,450
Accumulated deficit		(177,088,339	)		(178,336,446	)
Accumulated other comprehensive income		3,701,399			3,701,399

Total stockholders’ equity		1,544,368			9,776,154

	$	14,549,884		$	14,388,231

OnThe foregoing balance sheet is being filed in an effort to demonstrate Viragen’s compliance with the continued listing criteria of the American Stock Exchange (AMEX), which had previously provided Viragen with a temporary exception to its continued listing criteria until March 2120, ~~2006~~2007, at which time Viragen ~~issued~~was arequired ~~press~~to ~~release~~demonstrate ~~announcing~~to the AMEX ~~matters~~that ~~discussed~~its ~~above~~stockholders’ equity was at least $6 million, or to otherwise demonstrate that it met the AMEX’s financial criteria for continued listing. ~~The full~~Viragen ~~text~~has ofnot yet received confirmation from the ~~press~~AMEX ~~release~~that isit ~~furnished~~now ascomplies ~~Exhibit 99~~with the AMEX’s continued listing criteria.1 Viragen’s listing status remains subject to ~~this~~review ~~report~~by AMEX and AMEX could determine to delist Viragen’s shares. Additionally, Viragen cannot guarantee its compliance with AMEX listing criteria through subsequent quarters and may be subject to future delisting from AMEX for failing to maintain compliance.

~~Item~~In accordance with the adjustment provisions of outstanding indebtedness and warrants (other than the debt and warrants that have been tendered for exchange), as a result of the rate at which we issued our common stock in the exchange, (a) 9the conversion rate at which outstanding notes and debentures (other than the notes and debentures tendered in the exchange) in the aggregate principal amount of approximately $1.0155 million has been reduced to $0.10 ~~Financial~~per ~~Statements~~share, ~~and~~(b) the ~~Exhibits~~exercise price of outstanding common stock purchase warrants (other than the common stock purchase warrants surrendered in the exchange) to purchase an aggregate of 5,756,630 shares of common stock was reduced to $0.10 per share and (c) we issued common stock purchase warrants to purchase an aggregate of 46,799,447 shares of common stock at a price of $0.10 per share.

On March 20, 2007, Viragen issued a press release announcing the restructuring of its indebtedness. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

10.1		Form of ~~Subscription~~Offer ~~Agreement relating~~ to ~~the sale of Series J 24% Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 of Viragen, Inc.’s Form 8-K filed with the Securities and~~ Exchange ~~Commission on March 13~~, ~~2006)~~including addendum
10.2		Form of Class A Common Stock Purchase Warrant issuable to purchasers of Series J 24% Cumulative Convertible Preferred Stock, $1.00 par value per share (incorporated by reference to Exhibit 10.2 of Viragen, Inc.’s Form 8-K filed with the Securities and Exchange Commission on March 13, 2006)
99.1		Press release dated March 20, 2007
99.1		Press release dated March 21, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~VIRAGEN, INC.~~	VIRAGEN, INC.
Date: March 21, 2006	By:	/s/ Dennis W. Healey
Date: March 22, 2007		By:	/s/ Dennis W. Healey
		~~Dennis W. Healey~~	Dennis W. Healey
		~~Executive Vice President and Principal Financial Officer~~	Executive Vice President and Principal Financial Officer

4 INDEX TO EXHIBITS


Exhibit Number		Description
10.1		Form of Offer to Exchange, including addendum
99.1		Press release dated March 20, 2007

Filing Compare · VIRAGEN INC