-----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, B8ZtXskx2uWPDN/FHBOFWW3mLzyXcx49kfLkD+6xh1O/k6Ery+62A+N+mNivxL9p S3QIb3nmNaORFbWzoMCQ/Q== 0001144204-11-005737.txt : 20110203 0001144204-11-005737.hdr.sgml : 20110203 20110203160735 ACCESSION NUMBER: 0001144204-11-005737 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110203 DATE AS OF CHANGE: 20110203 GROUP MEMBERS: CHRIS JOHNSON GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: RUSSELL SMITH GROUP MEMBERS: VALENS CAPITAL MANGEMENT, LLC GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS U.S. SPV I, 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: BIOVEST INTERNATIONAL INC CENTRAL INDEX KEY: 0000704384 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411412084 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35506 FILM NUMBER: 11570475 BUSINESS ADDRESS: STREET 1: 324 S HYDE PARK AVE STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33606 BUSINESS PHONE: 813-864-2554 MAIL ADDRESS: STREET 1: 324 S HYDE PARK AVE STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33606 FORMER COMPANY: FORMER CONFORMED NAME: CELLEX BIOSCIENCES INC DATE OF NAME CHANGE: 19930528 FORMER COMPANY: FORMER CONFORMED NAME: ENDOTRONICS INC DATE OF NAME CHANGE: 19930525 SC 13G/A 1 v209830_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) Under the Securities Exchange Act of 1934 Amendment No.3 BIOVEST INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09069L102 - -------------------------------------------------------------------------------- (CUSIP Number) November 17, 2010 - -------------------------------------------------------------------------------- (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 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. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)* 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) |X| - -------------------------------------------------------------------------------- 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 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALL 0 shares of Common Stock.* OWNED BY ------------------------------------------------------------------- EACH 6 SHARED VOTING POWER: REPORTING PERSON 14,834,782 shares of Common Stock.* ------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 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) |X| - -------------------------------------------------------------------------------- 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 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 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 REACH 6 SHARED VOTING POWER: REPORTING PERSON 14,834,782 shares of Common Stock.* ------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* ------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Chris Johnson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 14,834,782 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Russell Smith - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 14,834,782 shares of Common Stock. * OWNED BY ------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ------------------------------------------------------------------- PERSON 8 SHARES DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - ------------------------------------------------------------------------------- CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. - -------------------------------------------------------------------------------- CUSIP No. 09069L102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| - -------------------------------------------------------------------------------- 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 14,834,782 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 14,834,782 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,834,782 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.86% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Based on 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. Item 1(a). Name of Issuer: Biovest International, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 324 S. Hyde Park Avenue, Suite 350, Tampa, Florida 33606 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)* This Schedule 13G, as amended, is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, Chris Johnson, Russell Smith, Eugene Grin and David Grin. Laurus Master Fund, Ltd. (In Liquidation) is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The Joint Official Liquidators have discretion over the management of Laurus Master Fund, Ltd. (In Liquidation) and the disposition of its assets, including the securities owned by Laurus Master Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as amended. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to Laurus Master Fund, Ltd. (In Liquidation) and its two feeder funds concerning their respective assets, including the securities owned by Laurus Master Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as amended, subject to the oversight and preapproval rights of the Joint Official Liquidators and Laurus Capital Management LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the Joint Official Liquidators at their discretion. Laurus Capital Management, LLC manages PSource Structured Debt Limited, subject to certain preapproval rights of the board of directors of Psource Structured Debt Limited. Valens Capital Management, LLC manages Valens Offshore SPV I Ltd., Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by Laurus Master Fund, Ltd. (In Liquidation) (subject to the oversight and preapproval rights of the Joint Official Liquidators), PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC reported in this Schedule 13G, as amended. The Joint Official Liquidators share voting and investment power over the securities owned by Laurus Master Fund, Ltd. (In Liquidation). Information related to each of Joint Official Liquidators, Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens 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 875 Third Avenue, 3rd 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: 09069L102 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 14,834,782 shares of Common Stock* (b) Percent of Class: 10.86%* (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: 14,834,782 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: 14,834,782 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 136,656,619 shares of common stock, par value $0.01 per share (the "Shares"), of Biovest International Inc., a Delaware corporation (the "Company"), issued and outstanding as of November 30, 2010, as disclosed in the Company's Annual Report on Form 10-K for the Company's fiscal year ended September 30, 2010. The Reporting Persons have no reason to believe that the information regarding the number of issued and outstanding Shares of the Company contained in the 10-K is inaccurate. As of November 17, 2010, Laurus Master Fund, Ltd. (In Liquidation) (the "Fund"), PSource Structured Debt Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV I, Ltd. ("VOFF SPV I" and together with the Fund, PSource and Valens U.S., the "Investors") collectively held 14,834,783 Shares. As of November 17, 2010, the Fund, Valens U.S., VOFF SPV I, Valens Offshore SPV II, Corp., a Delaware corporation and wholly owned subsidiary of VOFF SPV I ("VOFF SPV II"), PSource and Erato Corporation, a Delaware corporation and wholly owned subsidiary of the Fund ("Erato" and, together with the Fund, Valens U.S., VOFF SPV I, VOFF SPV II and PSource, the "Note Holders") also hold secured term notes issued by the Company in the aggregate principal amount of $29,060,000.00 (the "Notes"). The Company may at any time request to convert all or a portion of the principal and/or interest outstanding under the Notes into Shares using a conversion price equal to ninety percent (90%) of the average closing price of the Shares as publicly reported for the ten (10) trading days immediately preceding the date of such request, provided that, no conversion of the Notes may occur unless the Note Holders have consented to such conversion in writing. The Note Holders do not have an independent right to elect to convert into Shares any amounts outstanding under the Notes. The Fund is in liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson Smith Associates, Ltd. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. Valens U.S., VOFF SPV I and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, Valens U.S., VOFF SPV I and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. 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 3, 2011 ---------------------------------- Date LAURUS MASTER FUND, LTD. (IN LIQUIDATION) /s/ Russell Smith -------------------------------------- Russell Smith Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability) APPENDIX A A. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey Business Address: c/o Laurus Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Guernsey B. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Delaware C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: c/o Valens Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Delaware D. Name: Valens Offshore SPV I, Ltd., a Cayman Islands limited company Business Address: c/o Valens Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Cayman Islands E. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: c/o Valens Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Delaware F. Name: Eugene Grin Business Address: c/o Laurus Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Principal Occupation: Principal of Valens Capital Management, LLC Principal of Laurus Capital Management, LLC Citizenship: United States G. Name: David Grin Business Address: c/o Laurus Capital Management, LLC 875 Third Avenue, 3rd Floor New York, New York 10022 Principal Occupation: Principal of Valens Capital Management, LLC Principal of Laurus Capital Management, LLC Citizenship: United States and Israel H. Name: Chris Johnson Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Managing Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands I. Name: Russell Smith Business Address: Elizabethan Square, 80 Shedden Road, George Town, Grand Cayman, Cayman Islands KY1-1104 Principal Occupation: Director, Johnson Smith Associates Ltd. Citizenship: Cayman Islands Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Chris Johnson, Russell Smith, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited By: Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ----------------------------------------- Eugene Grin Principal February 3, 2011 Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. By: Valens Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ---------------------------------- Eugene Grin Principal February 3, 2011 /s/ Chris Johnson - ------------------------------------------- Chris Johnson, on his individual behalf February 3, 2011 /s/ Russell Smith - ------------------------------------------- Russell Smith, on his individual behalf February 3, 2011 /s/ David Grin - ------------------------------------------- David Grin, on his individual behalf February 3, 2011 /s/ Eugene Grin - ------------------------------------------- Eugene Grin, on his individual behalf February 3, 2011 -----END PRIVACY-ENHANCED MESSAGE-----