X0206 3 2018-05-21 0 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001601692 KOTLER KEVIN C/O BROADFIN CAPITAL, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 1 0 0 0 0001511900 Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108 E9 CAYMAN ISLANDS 1 0 0 0 0001511901 Broadfin Capital, LLC 300 PARK AVENUE, 25TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 4278819 I See Footnote Series B Convertible Preferred Stock 1.80 Common Stock 12222223 I See Footnote The Common Stock and Series B Non-Voting Convertible Stock ("Series B") are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Kevin Kotler affirmatively (i) disclaims beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended (the "Act") or any other purpose, except to the extent of his pecuniary interest therein., and (iii) disclaims being a "group" for purposes of Section 16. Series B were issued in connection with an offering on May 17, 2018 (the "Offering"), pursuant to a definitive securities purchase agreement with certain institutional and accredited investors, including existing stockholders of the Company. The Series B shares are convertible upon shareholder approval to an increase of the Company's authorized number of shares issued and outstanding, and the transactions contemplated by the Offering under applicable Nasdaq Stock Market rules ("Shareholder Approval"). An annual shareholder meeting wherein the Company will seek such Shareholder Approval will be scheduled within seventy-five days post-closing of the Offering. Series B may (i) only be converted after Shareholder Approval is granted, and (ii) not be converted if, after such conversion, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Act, more than 9.98% of the Common Stock outstanding immediately after giving effect to such conversion. Series B does not have an expiration date, but the issuer may force conversion of the Series B, subject to certain limitations. BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Managing Member 2018-05-23 /s/ Kevin Kotler 2018-05-23 BROADFIN HEALTHCARE MASTER FUND, LTD., By: /s/ Kevin Kotler, Director 2018-05-23