0001144204-13-008651.txt : 20130214
0001144204-13-008651.hdr.sgml : 20130214
20130214104910
ACCESSION NUMBER: 0001144204-13-008651
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130214
DATE AS OF CHANGE: 20130214
GROUP MEMBERS: CHRIS JOHNSON
GROUP MEMBERS: DAVID GRIN
GROUP MEMBERS: EUGENE GRIN
GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC
GROUP MEMBERS: PSOURCE STRUCTURED DEBT LTD
GROUP MEMBERS: RUSSELL SMITH
GROUP MEMBERS: VALENS CAPITAL MANAGEMENT, 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: 13607642
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
v334478_sc13ga.txt
AMENDMENT TO SCHEDULE 13G
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d - 102)
Under the Securities Exchange Act of 1934
Amendment No.4
BIOVEST INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
09069L102
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2012
--------------------------------------------------------------------------------
(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
10.13%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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
10.13%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Based on 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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 of Chris Johnson Smith Associates,
Ltd. and Russell Smith of BDO Cayman Islands 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. As of January 8,
2013, LCM will no longer provide investment management services to the Fund and
control of the fund will be exclusively held by the JOLs. 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. As of January 1, 2013, David Grin will no longer be a
controlling principal of Laurus Capital Management, LLC or Valens Capital
Management, LLC and as a result will no longer hold any voting or investment
power over any of the securities reported herein. 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
420 Lexington Avenue, Suite 2840,
New York, NY 10170
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: 10.13%*
(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 146,510,818 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, 2012, as disclosed in the
Company's Annual Report on Form 10-K for the Company's fiscal year ended
September 30, 2012. 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 December 31, 2012, 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 December 31, 2012, 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 Calliope Capital Corporation (as successor by way of merger to Erato
Corporation), a Delaware corporation and wholly owned subsidiary of the Fund
("Calliope" 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 $27,626,711.00 (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 of Chris Johnson Associates, Ltd. and Russell Smith of BDO
Cayman Islands. 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. As of January 8, 2013, LCM will no longer
provide investment management services to the Fund and control of the fund will
be exclusively held by the JOLs. 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. As of January
1, 2013, David Grin will no longer be a controlling principal of Laurus Capital
Management, LLC or Valens Capital Management, LLC and as a result will no longer
hold any voting or investment power over any of the securities reported herein.
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 14, 2013
----------------------------------
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
420 Lexington Avenue, Suite 2840
New York, New York 10170
Place of Organization: Guernsey
B. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
Business Address: 420 Lexington Avenue, Suite 2840
New York, New York 10170
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
420 Lexington Avenue, Suite 2840
New York, New York 10170
Place of Organization: Delaware
D. Name: Valens Offshore SPV I, Ltd.,
a Cayman Islands limited company
Business Address: c/o Valens Capital Management, LLC
420 Lexington Avenue, Suite 2840
New York, New York 10170
Place of Organization: Cayman Islands
E. Name: Valens Capital Management, LLC,
a Delaware limited liability company
Business Address: c/o Valens Capital Management, LLC
420 Lexington Avenue, Suite 2840
New York, New York 10170
Place of Organization: Delaware
F. Name: Eugene Grin
Business Address: c/o Laurus Capital Management, LLC
420 Lexington Avenue, Suite 2840
New York, New York 10170
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
420 Lexington Avenue, Suite 2840
New York, New York 10170
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, Chris Johnson Associates Ltd.
Citizenship: Cayman Islands
I. Name: Russell Smith
Business Address: 2nd Floor, Building 3 Governors Square, 23 Lime
Tree Bay Avenue, Grand Cayman,
Cayman Islands KY1-1205,
Principal Occupation: Director, BDO Cayman Islands
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 14, 2013
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 14, 2013
/s/ Chris Johnson
-----------------------------------------
Chris Johnson, on his individual behalf
February 14, 2013
/s/ Russell Smith
-----------------------------------------
Russell Smith, on his individual behalf
February 14, 2013
/s/ David Grin
----------------------------------
David Grin, on his individual behalf
February 14, 2013
/s/ Eugene Grin
----------------------------------
Eugene Grin, on his individual behalf
February 14, 2013