Statement of Ownership (sc 13g)
October 20 2014 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Amendment No. )
Under the Securities Exchange Act of 1934*
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Synthetic Biologics Inc. |
(Name of Issuer) |
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Common Stock |
(Title of Class of Securities) |
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87164U102 |
(CUSIP Number) |
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October 10, 2014 |
(Date of Event which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
|
£ |
Rule 13d-1(b) |
|
S |
Rule 13d-1(c) |
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£ |
Rule 13d-1(d) |
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP
No. 87164U102 |
13G |
Page
2 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS
Great Point Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475292 |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
£ |
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(b) |
£ |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY
EACH REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0
|
6. |
SHARED VOTING POWER
7,321,3801
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7. |
SOLE DISPOSITIVE POWER
0
|
8. |
SHARED DISPOSITIVE POWER
7,321,3801 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,321,3801 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
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£
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%2 |
1 |
Includes
warrants to purchase an aggregate of 847,382 shares underlying warrants, owned by Biomedical Value Fund, LP, Biomedical Offshore
Value Fund, Ltd., Biomedical Institutional Value Fund, LP, GEF-SMA, LP and Class D Series of GEF-PS, LP. Does not include
of an aggregate of 2,742,018 shares underlying such warrants. The provisions of such warrants restrict the exercise of such
warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates and any other
person or entities with which such holder would constitute a group would beneficially own in excess of 9.98% of the number
of shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise (the “Ownership
Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such warrants
as would result in total beneficial ownership by such reporting persons up to the Ownership Cap. |
|
|
2 |
Based on a total of
72,513,144 shares of Common Stock outstanding as reported in the Issuer’s prospectus filed with the SEC on October 10,
2014. |
CUSIP
No. 87164U102 |
13G |
Page
3 of 11 Pages |
12. |
TYPE OF REPORTING PERSON (See Instructions)
IA |
CUSIP
No. 87164U102 |
13G |
Page
4 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY): |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
£ |
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(b) |
£ |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA |
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY
EACH REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0
|
6. |
SHARED VOTING POWER
7,321,3801
|
7. |
SOLE DISPOSITIVE POWER
0
|
8. |
SHARED DISPOSITIVE POWER
7,321,3801 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,321,3801 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
£
|
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%2 |
12. |
TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP
No. 87164U102 |
13G |
Page
5 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS
Mr. David Kroin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY): |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
£ |
|
|
|
(b) |
£ |
|
|
3. |
SEC USE ONLY |
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|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA |
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY
EACH REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0
|
6. |
SHARED VOTING POWER
7,321,3801
|
7. |
SOLE DISPOSITIVE POWER
0
|
8. |
SHARED DISPOSITIVE POWER
7,321,3801 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,321,3801 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
£
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%2 |
12. |
TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP
No. 87164U102 |
13G |
Page
6 of 11 Pages |
Item 1. |
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(a) |
Name of Issuer |
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Synthetic Biologics Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices |
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155 Gibbs Street, Suite 412, Rockville, MD 20850 |
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Item 2. |
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(a) |
Name of Person Filing |
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Great Point Partners, LLC |
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Dr. Jeffrey R. Jay, M.D. |
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Mr. David Kroin |
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The Reporting Persons have entered into a Joint Filing Agreement, dated October 20, 2014, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. |
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(b) |
Address of Principal Business Office, or if none, Residence |
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The address of the principal business office of each of the Reporting Persons is |
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165 Mason Street, 3rd Floor |
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Greenwich, CT 06830 |
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(c) |
Citizenship |
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Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States. |
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(d) |
Title of Class of Securities |
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Common Stock |
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(e) |
CUSIP Number |
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87164U102 |
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Item 3. |
If this statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a: |
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Not Applicable. |
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(a) |
£ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) |
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(b) |
£ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
£ |
Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). |
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(d) |
£ |
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
£ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
CUSIP
No. 87164U102 |
13G |
Page
7 of 11 Pages |
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(f) |
£ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
£ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
£ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
£ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
£ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership |
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Biomedical Value Fund, L.P. (“BVF”) is the record owner of 1,917,637 shares of Common Stock (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares. In addition, BVF is the record owner of warrants to purchase 1,063,300 shares of Common Stock. |
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Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 2,337,118 shares of Common Stock (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares. In addition, BOVF is the record owner of warrants to purchase 1,295,897 shares of Common Stock. |
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Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 419,483 shares of Common Stock (the “BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BIVF Shares, and therefore may be deemed to be the beneficial owner of the BIVF Shares. In addition, BIVF is the record owner of warrants to purchase 232,597 shares of Common Stock. |
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GEF-SMA, LP (“GEF-SMA”) is the record owner of 1,318,376 shares of Common Stock (the “GEF-SMA Shares”). Great Point is the investment manager of GEF-SMA, and by virtue of such status may be deemed to be the beneficial owner of the GEF-SMA Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-SMA Shares, and therefore may be deemed to be the beneficial owner of the GEF-SMA Shares. In addition, GEF-SMA is the record owner of warrants to purchase 731,019 shares of Common Stock. |
CUSIP
No. 87164U102 |
13G |
Page
8 of 11 Pages |
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Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 480,784 shares of Common Stock (the “GEF-PS Shares”). Great Point is the investment manager of GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares. In addition, GEF-PS is the record owner of warrants to purchase 266,587 shares of Common Stock. |
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The provisions of the warrants described above restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.98% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such warrants as would result in total beneficial ownership by such reporting persons up to the Ownership Cap. |
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Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the BIVF Shares, the GEF-SMA Shares, the GEF-PS Shares, and the shares of Common Stock underlying warrants described above, except to the extent of their respective pecuniary interests. |
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1. |
Great Point Partners, LLC |
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|
(a) |
Amount
beneficially owned: 7,321,3803 |
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(b) |
Percent
of class: 9.98%4 |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 0. |
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(ii) |
Shared power to vote or to direct the vote: 7,321,3803 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0. |
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(iv) |
Shared power to dispose or to direct the disposition of: 7,321,3803 |
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2. |
Dr. Jeffrey R. Jay, M.D. |
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3 | Includes
warrants to purchase an aggregate of 847,382
shares underlying warrants, owned by Biomedical
Value Fund, LP, Biomedical Offshore Value Fund,
Ltd., Biomedical Institutional Value Fund, LP,
GEF-SMA, LP and Class D Series of GEF-PS, LP.
Does not include of an aggregate of 2,742,018
shares underlying such warrants. The provisions
of such warrants restrict the exercise of such
warrants to the extent that, after giving effect
to such exercise, the holder of the warrants
and its affiliates and any other person or entities
with which such holder would constitute a group
would beneficially own in excess of 9.98% of
the number of shares of Common Stock of the Issuer
outstanding immediately after giving effect to
such exercise (the “Ownership Cap”).
Therefore, the reporting persons could be deemed
to beneficially own such number of shares underlying
such warrants as would result in total beneficial
ownership by such reporting persons up to the
Ownership Cap. |
| |
4 | Based
on a total of 72,513,144 shares of Common Stock
outstanding as reported in the Issuer’s
prospectus filed with the SEC on October 10,
2014. |
CUSIP
No. 87164U102 |
13G |
Page
9 of 11 Pages |
|
(a) |
Amount beneficially owned: 7,321,3803 |
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(b) |
Percent of class: 9.98%4 |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 0. |
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(ii) |
Shared power to vote or to direct the vote: 7,321,3803 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0. |
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(iv) |
Shared power to dispose or to direct the disposition of: 7,321,3803 |
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3. |
Mr. David Kroin |
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(a) |
Amount beneficially owned: 7,321,3803 |
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(b) |
Percent of class: 9.98%4 |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 0. |
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(ii) |
Shared power to vote or to direct the vote: 7,321,3803 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0. |
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(iv) |
Shared power to dispose or to direct the disposition of: 7,321,3803 |
Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof
each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following [ ]. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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See Item 4. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group |
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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
CUSIP
No. 87164U102 |
13G |
Page
10 of 11 Pages |
the securities and were not acquired and are not
held in connection with or as participant in any transaction having that purpose or effect.
CUSIP
No. 87164U102 |
13G |
Page
11 of 11 Pages |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 20, 2014
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GREAT POINT PARTNERS, LLC |
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By: |
/s/ Dr. Jeffrey R. Jay, M.D. |
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Dr. Jeffrey R. Jay, M.D., |
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as senior managing member |
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/s/ Dr. Jeffrey R. Jay, M.D. |
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DR. JEFFREY R. JAY, M.D. |
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/s/ Mr. David Kroin |
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Mr. David Kroin |
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them
is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf
of each of them; and
(ii) Each of them
is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
Date: October 20, 2014
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GREAT POINT PARTNERS, LLC |
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By: |
/s/ Dr. Jeffrey R. Jay, M.D. |
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Dr. Jeffrey R. Jay, M.D., |
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as senior managing member |
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/s/ Dr. Jeffrey R. Jay, M.D. |
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DR. JEFFREY R. JAY, M.D. |
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/s/ Mr. David Kroin |
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Mr. David Kroin |
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