0000899243-18-021566.txt : 20180807 0000899243-18-021566.hdr.sgml : 20180807 20180807170033 ACCESSION NUMBER: 0000899243-18-021566 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180807 FILED AS OF DATE: 20180807 DATE AS OF CHANGE: 20180807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Capital, LLC CENTRAL INDEX KEY: 0001511901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 18998877 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-808-2463 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadfin Healthcare Master Fund Ltd CENTRAL INDEX KEY: 0001511900 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 18998878 BUSINESS ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 212-808-2460 MAIL ADDRESS: STREET 1: C/O 20 GENESIS CLOSE STREET 2: ANSBACHER HOUSE, 2ND FLOOR, PO BOX 1344 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOTLER KEVIN CENTRAL INDEX KEY: 0001601692 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 18998879 MAIL ADDRESS: STREET 1: C/O BROADFIN CAPITAL, LLC STREET 2: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001103021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352089858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4131 PARKLAKE AVENUE STREET 2: SUITE 225 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 919 582 9050 MAIL ADDRESS: STREET 1: 4131 PARKLAKE AVENUE STREET 2: SUITE 225 CITY: RALEIGH STATE: NC ZIP: 27612 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2018-08-07 2018-05-23 0 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001601692 KOTLER KEVIN C/O BROADFIN CAPITAL, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 1 0 0 0 0001511900 Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108 E9 CAYMAN ISLANDS 1 0 0 0 0001511901 Broadfin Capital, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 1 0 0 0 Series B Convertible Preferred Stock 1.80 Common Stock 12222223 I See Footnote The Common Stock and Series B Non-Voting Convertible Stock ("Series B") are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Kevin Kotler affirmatively (i) disclaims beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended (the "Act") or any other purpose, except to the extent of his pecuniary interest therein, and (iii) disclaims being a "group" for purposes of Section 16. Series B were issued in connection with an offering on May 17, 2018 (the "Offering"), pursuant to a definitive securities purchase agreement with certain institutional and accredited investors, including existing stockholders of the Company. Series B may (i) only be converted after Shareholder Approval is granted, and (ii) not be converted if, after such conversion, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Act, more than 9.98% of the Common Stock outstanding immediately after giving effect to such conversion. Series B does not have an expiration date, but the issuer may force conversion of the Series B, subject to certain limitations. The original Form 3 filed on May 23, 2018 is amended by this Form 3/A to reflect that the shareholders of the Company approved the increase of the Company's authorized number of shares issued and outstanding and that the Series B shares are now convertible. No other changes have been made to the original Form 3. No securities are beneficially owned. BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Managing Member 2018-08-07 /s/ Kevin Kotler 2018-08-07 BROADFIN HEALTHCARE MASTERFUND, LTD., By: /s/ Kevin Kotler, Director 2018-08-07