-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8zrzzhaamKfIG1fQdbY8mQrnWT3h/CaTO9lqNp8iEDoRcx6Ui8OMIVyDPVjKRvl Zs9W5VyML62jilR7zc8++A== 0000950123-04-005344.txt : 20040429 0000950123-04-005344.hdr.sgml : 20040429 20040428180853 ACCESSION NUMBER: 0000950123-04-005344 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040429 GROUP MEMBERS: BIOMEDICAL OFFSHORE VALUE FUND, LTD. GROUP MEMBERS: BIOMEDICAL VALUE FUND, L.P. GROUP MEMBERS: DR. JEFFREY R. JAY, M.D. GROUP MEMBERS: GREAT POINT GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCARA PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001261734 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 561953785 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79369 FILM NUMBER: 04761881 MAIL ADDRESS: STREET 1: PO BOX 14287 CITY: RTP STATE: NC ZIP: 27709-4287 FORMER COMPANY: FORMER CONFORMED NAME: INCARA INC DATE OF NAME CHANGE: 20030828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 y96680sc13g.txt SCHEDULE 13 G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Incara Pharmaceuticals Corporation ---------------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 45325 S-10-1 ------------ (CUSIP Number) APRIL 19, 2004 -------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 1.Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Great Point Partners, LLC 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization U.S.A. Number of Shares 5. Sole Voting Power Beneficially Owned by Each Reportng Person 6. Shared Voting Power 14,000,000 7. Sole Dispositive Power 8. Shared Dispositive Power 14,000,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,000,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 9.8% 12. Type of Reporting Person OO 2 1. Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Biomedical Value Fund, L.P. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, U.S.A. Number of Shares 5. Sole Voting Power Beneficially Owned by Each Reporting 9,520,000 Person 6. Shared Voting Power 7. Sole Dispositive Power 9,520,000 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,520,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 6.7% 12. Type of Reporting Person PN 3 1. Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Great Point GP, LLC 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, U.S.A. Number of Shares 5. Sole Voting Power Beneficially Owned by Each Reporting Person 6. Shared Voting Power 9,520,000 7. Sole Dispositive Power 8. Shared Dispositive Power 9,520,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,520,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 6.7% 12. Type of Reporting Person OO 4 1. Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Biomedical Offshore Value Fund, Ltd. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands Number of Shares 5. Sole Voting Power Beneficially Owned by Each Reporting 4,480,000 Person 6. Shared Voting Power 7. Sole Dispositive Power 4,480,000 8. Shared Dispositive Power 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,480,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 3.2% 12. Type of Reporting Person CO 5 1. Name of Reporting Person I.R.S. Identification Nos. of above persons (entities only) Dr. Jeffrey R. Jay, M.D. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, U.S.A. Number of Shares 5. Sole Voting Power Beneficially Owned by Each Reporting Person 6. Shared Voting Power 14,000,000 7. Sole Dispositive Power 8. Share Dispositive Power 14,000,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person 14,000,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (9) 9.8% 12. Type of Reporting Person IN 6 Item 1(a) Name of Issuer: Incara Pharmaceuticals Corporation Item 1(b) Address of Issuer's Principal Executive Offices: P.O. Box 14287 79 T.W. Alexander Drive 4401 Research Commons, Suite 200 Research Triangle Park, NC 22709-4287 Item 2(a) Name of Person Filing: Great Point Partners, LLC Biomedical Value Fund, L.P. Great Point GP, LLC Biomedical Offshore Value Fund, Ltd. Dr. Jeffrey M. Jay, M.D. Item 2(b) Address of Principal Business Office: 2 Pickwick Plaza Suite 450 Greenwich, CT 06830 Item 2(c) Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Biomedical Value Fund, L.P. is a limited partnership organized under the laws of the State of Delaware. Great Point GP, LLC is a limited liability company organized under the laws of the State of Delaware. Biomedical Offshore Value Fund, Ltd. is a limited liability corporation organized under the laws of the Cayman Islands. Dr. Jeffrey M. Jay, M.D. is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 45325 S-10-1 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not Applicable. 7 Item 4. Ownership (a) through (c) Biomedical Value Fund, L.P. ("BMVF") is the direct beneficial owner of 9,520,000 shares (the "BMVF Shares"), consisting of 6,800,000 Common Shares and 2,720,000 warrants for the purchase of Common Shares. Great Point GP, LLC, is the general partner of BMVF, and by virtue of such status may be deemed to be the beneficial owner of the BMVF Shares. Great Point Partners, LLC is the investment manager of BMVF, and by virtue of such status may be deemed to be the beneficial owner of the BMVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment power with respect to the BMVF Shares, and therefore is the beneficial owner of the BMVF Shares. Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct beneficial owner of 4,480,000 shares (the "BOVF Shares"), consisting of 3,200,000 Common Shares and 1,280,000 warrants for the purchase of Common Shares. Great Point Partners, LLC is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment power with respect to the BOVF Shares, and therefore is the beneficial owner of the BOVF Shares. The information in items 1 and 5 through 11 on the cover pages to this Schedule 13G is hereby incorporated by reference. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]: Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. 8 Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. 9 Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: April 26, 2004 BIOMEDICAL VALUE FUND L.P. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Great Point GP, LLC, as general partner, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT GP, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- By Great Point Partners, LLC, as investment manager, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT PARTNERS, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. -------------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member DR. JEFFREY R. JAY, M.D. Signature: /s/ Dr. Jeffrey R. Jay, M.D. -------------------------------- 10 Exhibit A --------- JOINT FILING STATEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G and any amendments thereto to which this exhibit is attached is filed on behalf of each of them. Date: April 26, 2004 BIOMEDICAL VALUE FUND L.P. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- By Great Point GP, LLC, as general partner, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT GP, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- By Great Point Partners, LLC, as investment manager, By Dr. Jeffrey R. Jay, M.D., as senior managing member GREAT POINT PARTNERS, LLC Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- By Dr. Jeffrey R. Jay, M.D., as senior managing member DR. JEFFREY R. JAY, M.D. Signature: /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------- 11 -----END PRIVACY-ENHANCED MESSAGE-----