-----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, NRDnvz7JSQjcVw0KX8PGkvK0xM/07qS5msKr1VZk+nNx73zHP37NeVCDq+8YXWXE fCMpnOoqyep8Tt9R+0IPDw== 0000930413-06-001011.txt : 20060214 0000930413-06-001011.hdr.sgml : 20060214 20060214150102 ACCESSION NUMBER: 0000930413-06-001011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: BIOMEDICAL OFFSHORE VALUE FUND, LTD GROUP MEMBERS: BIOMEDICAL VALUE FUND, L.P. GROUP MEMBERS: DR. JEFFREY R. JAY, M.D. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANACOS PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001040017 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113238476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55237 FILM NUMBER: 06613459 BUSINESS ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-926-1551 MAIL ADDRESS: STREET 1: 134 COOLIDGE AVE CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: V I TECHNOLOGIES INC DATE OF NAME CHANGE: 19980209 SC 13G/A 1 c41000_sc13ga.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* PANACOS PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 69811Q 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) DECEMBER 31, 2005 - -------------------------------------------------------------------------------- (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 disclosures 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------- -------------------- CUSIP No. 13G Page 2 of 11 Pages - ----------------- -------------------- 1. NAMES OF REPORTING PERSONS 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 USA 5. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6. SHARED VOTING POWER 2,695,048 OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8. SHARED DISPOSITIVE POWER 2,695,048 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,695,048 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% 12. TYPE OF REPORTING PERSON (See Instructions) OO - ----------------- -------------------- CUSIP No. 13G Page 3 of 11 Pages - ----------------- -------------------- 1. NAMES OF REPORTING PERSONS 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 USA 5. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6. SHARED VOTING POWER 1,387,298 OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8. SHARED DISPOSITIVE POWER 1,387,298 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,387,298 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.74% 12. TYPE OF REPORTING PERSON (See Instructions) PN - ----------------- -------------------- CUSIP No. 13G Page 4 of 11 Pages - ----------------- -------------------- 1. NAMES OF REPORTING PERSONS 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 5. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY 6. SHARED VOTING POWER 1,307,750 OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 8. SHARED DISPOSITIVE POWER 1,307,750 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,750 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.59% 12. TYPE OF REPORTING PERSON (See Instructions) CO - ----------------- -------------------- CUSIP No. 13G Page 5 of 11 Pages - ----------------- -------------------- 1. NAMES OF REPORTING PERSONS 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 USA 5. SOLE VOTING POWER NUMBER OF SHARES 90,625 BENEFICIALLY 6. SHARED VOTING POWER 2,695,048 OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON 90,625 WITH 8. SHARED DISPOSITIVE POWER 2,695,048 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,785,673 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.37% 12. TYPE OF REPORTING PERSON (See Instructions) IN - ----------------- -------------------- CUSIP No. 13G Page 6 of 11 Pages - ----------------- -------------------- ITEM 1. (a) Name of Issuer Panacos Pharmaceuticals, Inc. (b) Address of Issuer's Principal Executive Offices 134 Coolidge Avenue Watertown, MA 02472 ITEM 2. (a) Name of Person Filing Great Point Partners, LLC Biomedical Value Fund, L.P. Biomedical Offshore Value Fund, Ltd. Dr. Jeffrey R. Jay, M.D. The Reporting Persons have entered into a Joint Filing Statement, dated February 13, 2006, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. (b) Address of Principal Business Office, or if none, Residence The address of the principal business office of each of the Reporting Persons is 2 Pickwick Plaza Suite 450 Greenwich, CT 06830 (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. Biomedical Offshore Value Fund, Ltd. is an exempted company incorporated under the provisions of the Companies Law of the Cayman Islands. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. (d) Title of Class of Securities Common Stock (e) CUSIP Number 69811Q 10 6 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(b) OR 240.13D.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable. (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). - ----------------- -------------------- CUSIP No. 13G Page 7 of 11 Pages - ----------------- -------------------- (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP Biomedical Value Fund, L.P. ("BMVF") owns in the aggregate 1,387,298 shares of Common Stock, consisting of warrants to purchase 1,387,298 shares of Common Stock. Such shares, in the aggregate, represent 2.74% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BMVF disclaims beneficial ownership of any securities owned by Biomedical Offshore Value Fund, LTD ("BOVF") or Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"). BOVF owns in the aggregate 1,307,750 shares of Common Stock, consisting of 50,000 shares of Common Stock and warrants to purchase 1,257,750 shares of Common Stock. Such shares, in the aggregate, represent 2.59% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF disclaims beneficial ownership of any securities owned by BMVF or Dr. Jay. Great Point Partners, LLC ("Great Point") is the investment manager of BMVF and BOVF, and by virtue of such status has shared voting and investment power with respect to securities owned and held by BMVF and BOVF and may be deemed to be the beneficial owner of such securities. Great Point may be deemed to be the beneficial owner of 2,695,048 shares of Common Stock, consisting of 50,000 shares of Common Stock and warrants to purchase 2,645,048 shares of Common Stock. Such shares, in the aggregate, represent 5.2% of Common Stock outstanding, computed in accordance with Rule 13d-3. Great Point disclaims beneficial ownership of any securities owned by Dr. Jay. Dr. Jay beneficially owns 90,625 shares of Common Stock, consisting of 62,500 shares of Common Stock and warrants to purchase 28,125 shares of Common Stock. In addition, Dr. Jay, as senior managing member of Great Point, has shared voting and investment power with respect to securities owned and held by BMVF and BOVF and may be deemed to be the beneficial owner of such securities. Dr. Jay may be deemed to be the beneficial owner of 2,695,048 shares of Common Stock, consisting of an aggregate amount of 50,000 shares of Common Stock and warrants to purchase 2,645,048 shares of Common Stock. Such shares, in the aggregate, represent 5.37% of Common Stock outstanding, computed in accordance with Rule 13d-3. Notwithstanding the above, Great Point and Dr. Jay disclaim beneficial ownership of the shares of Common Stock held by BMVF and BOVF, except to the extent of their respective pecuniary interest. - ----------------- -------------------- CUSIP No. 13G Page 8 of 11 Pages - ----------------- -------------------- Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. GREAT POINT PARTNERS, LLC (a) Amount beneficially owned: 2,695,048 (b) Percent of class: 5.2%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: - 0 - (ii) Shared power to vote or to direct the vote: 2,695,048. (iii) Sole power to dispose or to direct the disposition of: - 0 -. (iv) Shared power to dispose or to direct the disposition of: 2,695,048. 2. BIOMEDICAL VALUE FUND, L.P. (a) Amount beneficially owned: 1,387,298 (b) Percent of class: 2.74%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,387,298. (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition of: 1,387,298. (iv) Shared power to dispose or to direct the disposition of: 0. 2. BIOMEDICAL OFFSHORE VALUE FUND, LTD. (a) Amount beneficially owned: 1,307,750 (b) Percent of class: 2.59%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,307,750. (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition of: 1,307,750. (iv) Shared power to dispose or to direct the disposition of: 0. 2. DR. JEFFREY R. JAY, M.D. (a) Amount beneficially owned: 2,785,673 (b) Percent of class: 5.37%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 90,625. (ii) Shared power to vote or to direct the vote: 2,695,048. - ----------------- -------------------- CUSIP No. 13G Page 9 of 11 Pages - ----------------- -------------------- (iii) Sole power to dispose or to direct the disposition of: 90,625. (iv) Shared power to dispose or to direct the disposition of: 2,695,048. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Yes, with respect to Biomedical Value Fund, L.P and Biomedical Offshore Value Fund, Ltd., only. 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. 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. - ----------------- -------------------- CUSIP No. 13G Page 10 of 11 Pages - ----------------- -------------------- 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: February 13, 2006 GREAT POINT PARTNERS, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL VALUE FUND, L.P. By: Great Point GP, LLC, as general partner By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. By: Great Point Partners, LLC, as investment manager By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------------------------- DR. JEFFREY R. JAY, M.D. 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: February 13, 2006 GREAT POINT PARTNERS, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL VALUE FUND, L.P. By: Great Point GP, LLC, as general partner By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member BIOMEDICAL OFFSHORE VALUE FUND, LTD. By: Great Point Partners, LLC, as investment manager By: /s/ Dr. Jeffrey R. Jay, M.D. ------------------------------------------ Dr. Jeffrey R. Jay, M.D., as senior managing member /s/ Dr. Jeffrey R. Jay, M.D. ---------------------------------------------- DR. JEFFREY R. JAY, M.D. -----END PRIVACY-ENHANCED MESSAGE-----