-----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, MC6WWJ/OZqQ+uOsYPYGUzpj1PYKr0LzgH2kjiaLAqCy6gRMw07AHBgqfZjb/8SrI a679nVP6ijccJ4ZruZklIA== 0001144204-07-008034.txt : 20070214 0001144204-07-008034.hdr.sgml : 20070214 20070214153324 ACCESSION NUMBER: 0001144204-07-008034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAURUS MASTER FUND LTD CENTRAL INDEX KEY: 0001189294 IRS NUMBER: 980337673 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415800 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57907 FILM NUMBER: 07619624 BUSINESS ADDRESS: STREET 1: 2501 AERIAL CENTER PARKWAY STREET 2: SUITE 205 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-653-5160 MAIL ADDRESS: STREET 1: 2501 AERIAL CENTER PARKWAY STREET 2: SUITE 205 CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 SC 13G/A 1 v065817_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* BIODELIVERY SCIENCES INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09060J106 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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. 09060J106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 - -------------------------------------------------------------------------------- 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 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 1,392,420 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,392,420 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,392,420 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------ * Based on 13,938,146 shares of the common stock, par value $0.001 per share (the "Shares") of BioDelivery Sciences International, Inc., a Delaware corporation (the "Company") outstanding, as represented in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2006. As of December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a common stock purchase warrant (the "June Warrant #1") to acquire 22,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a common stock purchase warrant (the "June Warrant #2") to acquire 7,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a common stock purchase warrant (the "January Warrant #1") to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a common stock purchase warrant (the "January Warrant #2") to acquire 29,700 Shares at an exercise price of $0.001 per Share, subject to certain adjustments; (v) a common stock purchase warrant (the "February Warrant") to acquire 350,000 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vi) a common stock purchase warrant (the "May Warrant") to acquire 483,871 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vii) a common stock purchase warrant (the "July Warrant #1") to acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to certain adjustments; (viii) a common stock purchase warrant (the "July Warrant #2" and together with the June Warrant #1, the June Warrant #2, the January Warrant #1, the January Warrant #2, the February Warrant, the May Warrant and the July Warrant #1, the "Early Warrants") to acquire 62,887 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, (ix) a common stock purchase Warrant (the "December Warrant #1") to acquire 943,305 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (x) a common stock purchase warrant (the "December Warrant #2" and together with the December Warrant #1, the "December Warrants") to acquire 556,695 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (xi) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #1"); (xii) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #2", and together with Note #1, the "Notes"); and (xiii) 19,403 Shares. The Early Warrants and the Notes contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December Warrants contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 75 days prior notice to the Company and, other than in the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, shall also automatically become null and void upon the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). In the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, the Issuance Limitations shall also become automatically null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 09060J106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 1,392,420 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,392,420 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,392,420 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ------------ * Based on 13,938,146 shares of the common stock, par value $0.001 per share (the "Shares") of BioDelivery Sciences International, Inc., a Delaware corporation (the "Company") outstanding, as represented in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2006. As of December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a common stock purchase warrant (the "June Warrant #1") to acquire 22,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a common stock purchase warrant (the "June Warrant #2") to acquire 7,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a common stock purchase warrant (the "January Warrant #1") to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a common stock purchase warrant (the "January Warrant #2") to acquire 29,700 Shares at an exercise price of $0.001 per Share, subject to certain adjustments; (v) a common stock purchase warrant (the "February Warrant") to acquire 350,000 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vi) a common stock purchase warrant (the "May Warrant") to acquire 483,871 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vii) a common stock purchase warrant (the "July Warrant #1") to acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to certain adjustments; (viii) a common stock purchase warrant (the "July Warrant #2" and together with the June Warrant #1, the June Warrant #2, the January Warrant #1, the January Warrant #2, the February Warrant, the May Warrant and the July Warrant #1, the "Early Warrants") to acquire 62,887 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, (ix) a common stock purchase Warrant (the "December Warrant #1") to acquire 943,305 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (x) a common stock purchase warrant (the "December Warrant #2" and together with the December Warrant #1, the "December Warrants") to acquire 556,695 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (xi) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #1"); (xii) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #2", and together with Note #1, the "Notes"); and (xiii) 19,403 Shares. The Early Warrants and the Notes contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December Warrants contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 75 days prior notice to the Company and, other than in the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, shall also automatically become null and void upon the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). In the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, the Issuance Limitations shall also become automatically null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 09060J106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 1,392,420 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,392,420 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,392,420 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ------------ * Based on 13,938,146 shares of the common stock, par value $0.001 per share (the "Shares") of BioDelivery Sciences International, Inc., a Delaware corporation (the "Company") outstanding, as represented in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2006. As of December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a common stock purchase warrant (the "June Warrant #1") to acquire 22,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a common stock purchase warrant (the "June Warrant #2") to acquire 7,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a common stock purchase warrant (the "January Warrant #1") to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a common stock purchase warrant (the "January Warrant #2") to acquire 29,700 Shares at an exercise price of $0.001 per Share, subject to certain adjustments; (v) a common stock purchase warrant (the "February Warrant") to acquire 350,000 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vi) a common stock purchase warrant (the "May Warrant") to acquire 483,871 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vii) a common stock purchase warrant (the "July Warrant #1") to acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to certain adjustments; (viii) a common stock purchase warrant (the "July Warrant #2" and together with the June Warrant #1, the June Warrant #2, the January Warrant #1, the January Warrant #2, the February Warrant, the May Warrant and the July Warrant #1, the "Early Warrants") to acquire 62,887 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, (ix) a common stock purchase Warrant (the "December Warrant #1") to acquire 943,305 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (x) a common stock purchase warrant (the "December Warrant #2" and together with the December Warrant #1, the "December Warrants") to acquire 556,695 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (xi) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #1"); (xii) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #2", and together with Note #1, the "Notes"); and (xiii) 19,403 Shares. The Early Warrants and the Notes contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December Warrants contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 75 days prior notice to the Company and, other than in the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, shall also automatically become null and void upon the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). In the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, the Issuance Limitations shall also become automatically null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. - -------------------------------------------------------------------------------- CUSIP No. 09060J106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY -------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 1,392,420 shares of Common Stock.* -------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 1,392,420 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,392,420 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ------------ * Based on 13,938,146 shares of the common stock, par value $0.001 per share (the "Shares") of BioDelivery Sciences International, Inc., a Delaware corporation (the "Company") outstanding, as represented in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2006. As of December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a common stock purchase warrant (the "June Warrant #1") to acquire 22,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a common stock purchase warrant (the "June Warrant #2") to acquire 7,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a common stock purchase warrant (the "January Warrant #1") to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a common stock purchase warrant (the "January Warrant #2") to acquire 29,700 Shares at an exercise price of $0.001 per Share, subject to certain adjustments; (v) a common stock purchase warrant (the "February Warrant") to acquire 350,000 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vi) a common stock purchase warrant (the "May Warrant") to acquire 483,871 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vii) a common stock purchase warrant (the "July Warrant #1") to acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to certain adjustments; (viii) a common stock purchase warrant (the "July Warrant #2" and together with the June Warrant #1, the June Warrant #2, the January Warrant #1, the January Warrant #2, the February Warrant, the May Warrant and the July Warrant #1, the "Early Warrants") to acquire 62,887 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, (ix) a common stock purchase Warrant (the "December Warrant #1") to acquire 943,305 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (x) a common stock purchase warrant (the "December Warrant #2" and together with the December Warrant #1, the "December Warrants") to acquire 556,695 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (xi) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #1"); (xii) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #2", and together with Note #1, the "Notes"); and (xiii) 19,403 Shares. The Early Warrants and the Notes contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December Warrants contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 75 days prior notice to the Company and, other than in the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, shall also automatically become null and void upon the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). In the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, the Issuance Limitations shall also become automatically null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. Item 1(a). Name of Issuer: BIODELIVERY SCIENCES INTERNATIONAL, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 2501 Aerial Center Parkway Suite 205 Morrisville, NC 27560 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the shares owned by Laurus Master Fund, Ltd. Information related to each of Laurus Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 09060J106 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 1,392,420 shares of Common Stock* (b) Percent of Class: 9.99%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 1,392,420 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 1,392,420 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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 a participant in any transaction having that purpose or effect. - ------------ * Based on 13,938,146 shares of the common stock, par value $0.001 per share (the "Shares") of BioDelivery Sciences International, Inc., a Delaware corporation (the "Company") outstanding, as represented in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2006. As of December 31, 2006, Laurus Master Fund, Ltd. (the "Fund") held (i) a common stock purchase warrant (the "June Warrant #1") to acquire 22,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (ii) a common stock purchase warrant (the "June Warrant #2") to acquire 7,500 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iii) a common stock purchase warrant (the "January Warrant #1") to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to certain adjustments, (iv) a common stock purchase warrant (the "January Warrant #2") to acquire 29,700 Shares at an exercise price of $0.001 per Share, subject to certain adjustments; (v) a common stock purchase warrant (the "February Warrant") to acquire 350,000 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vi) a common stock purchase warrant (the "May Warrant") to acquire 483,871 Shares at an exercise price of $3.88 per Share, subject to certain adjustments, (vii) a common stock purchase warrant (the "July Warrant #1") to acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to certain adjustments; (viii) a common stock purchase warrant (the "July Warrant #2" and together with the June Warrant #1, the June Warrant #2, the January Warrant #1, the January Warrant #2, the February Warrant, the May Warrant and the July Warrant #1, the "Early Warrants") to acquire 62,887 Shares, at an exercise price of $3.00 per Share, subject to certain adjustments, (ix) a common stock purchase Warrant (the "December Warrant #1") to acquire 943,305 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (x) a common stock purchase warrant (the "December Warrant #2" and together with the December Warrant #1, the "December Warrants") to acquire 556,695 Shares, at an exercise price of $3.05 per Share, subject to certain adjustments, (xi) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #1"); (xii) a Convertible Term Note in the aggregate principal amount of $2,500,000, which is convertible into Shares at a conversion rate of $2.45 per Share, subject to certain adjustments ("Note #2", and together with Note #1, the "Notes"); and (xiii) 19,403 Shares. The Early Warrants and the Notes contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The December Warrants contain an issuance limitation prohibiting the Fund from exercising those securities to the extent that such exercise would result in beneficial ownership by the Fund of more than 9.99% of the Shares then issued and outstanding (the "9.99% Issuance Limitation" and together with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance Limitations may be waived by the Fund upon at least 75 days prior notice to the Company and, other than in the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, shall also automatically become null and void upon the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). In the case of the July Warrant #1, the July Warrant #2, the December Warrant #1 and the December Warrant #2, the Issuance Limitations shall also become automatically null and void following notice to the Issuer of the occurrence and/or continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument). The Fund is managed by Laurus Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and share sole voting and investment power over the securities owned by the Fund reported in this Schedule 13G, as amended. 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. February 14, 2007 --------------------------------- Date /s/ Eugene Grin --------------------------------- Eugene Grin Director APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Place of Organization: Delaware B. Name: Eugene Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: United States C. Name: David Grin Business Address: 825 Third Avenue, 14th Floor New York, New York 10022 Principal Occupation: Director of Laurus Master Fund, Ltd. Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ Eugene Grin - --------------------------------- Eugene Grin Principal February 14, 2007 /s/ David Grin - --------------------------------- David Grin, on his individual behalf February 14, 2007 /s/ Eugene Grin - --------------------------------- Eugene Grin, on his individual behalf February 14, 2007 -----END PRIVACY-ENHANCED MESSAGE-----