Amended Statement of Ownership (sc 13g/a)
February 17 2015 - 10:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Synthetic Biologics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87164U102
(CUSIP Number)
December 31, 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:
o |
Rule 13d-1(b) |
|
|
ý |
Rule 13d-1(c) |
|
|
o |
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/A |
Page 2 of 9 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 |
|
(a) |
o |
|
|
|
|
(b) |
o |
|
|
|
3. |
SEC USE ONLY |
|
|
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 |
|
7,588,3411 |
7. |
SOLE DISPOSITIVE POWER |
|
0 |
8. |
SHARED
DISPOSITIVE POWER |
|
7,588,3411 |
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
7,588,3411 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
|
|
|
9.97%2 |
|
|
12. |
TYPE OF REPORTING PERSON (See
Instructions) |
|
|
|
IA |
1 | Includes
warrants to purchase an aggregate of 3,589,400 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. |
| |
2 | Based
on a total of 72,513,144 shares of Common Stock outstanding, as reported
by the Issuer on a Form 10-Q filed with the SEC on November 14, 2014.
|
CUSIP
No. 87164U102 |
13G/A |
Page 3 of 9 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 |
|
(a) |
o |
|
|
|
|
(b) |
o |
|
|
|
3. |
SEC USE ONLY |
|
|
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 |
|
7,588,3411 |
7. |
SOLE DISPOSITIVE POWER |
|
0 |
8. |
SHARED DISPOSITIVE POWER |
|
7,588,3411 |
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
7,588,3411 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.97%2 |
|
|
12. |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
|
IN |
CUSIP
No. 87164U102 |
13G/A |
Page 4 of 9 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 |
|
(a) |
o |
|
|
|
|
(b) |
o |
|
|
|
3. |
SEC USE ONLY |
|
|
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 |
|
7,588,3411 |
7. |
SOLE DISPOSITIVE POWER |
|
0 |
8. |
SHARED DISPOSITIVE POWER |
|
7,588,3411 |
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
|
7,588,3411 |
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.97%2 |
|
|
12. |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
|
IN |
CUSIP
No. 87164U102 |
13G/A |
Page
5 of 9 Pages |
Item 1. |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Name of Issuer |
|
|
|
|
|
|
|
|
|
|
Synthetic Biologics Inc. |
|
|
|
|
|
|
|
|
|
(b) |
Address of Issuer’s Principal Executive Offices |
|
|
|
|
|
|
|
|
155 Gibbs Street, Suite 412, Rockville, MD 20850 |
|
|
|
|
|
|
Item 2. |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Name of Person Filing |
|
|
|
|
|
|
|
|
|
|
|
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin |
|
|
|
|
|
|
|
|
|
The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2015, a copy of which
is filed with this Schedule 13G/A 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.
|
|
|
|
|
|
(b) |
Address of Principal Business Office, or if none, Residence |
|
|
|
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is |
|
|
|
|
|
|
|
165 Mason Street, 3rd Floor
Greenwich, CT 06830 |
|
|
|
|
|
|
|
(c) |
Citizenship |
|
|
|
|
|
|
|
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. |
|
|
|
|
|
(d) |
Title of Class of Securities |
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
(e) |
CUSIP Number |
|
|
|
|
|
|
|
|
87164U102 |
|
|
|
|
|
|
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: |
|
|
|
|
Not Applicable. |
|
|
|
|
|
|
(a) |
o |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) |
|
|
|
|
|
(b) |
o |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
o |
Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). |
|
|
|
|
|
(d) |
o |
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
CUSIP
No. 87164U102 |
13G/A |
Page
6 of 9 Pages |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i) |
o |
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).
|
|
|
|
|
|
(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item 4. |
Ownership |
|
|
|
Biomedical Value Fund, L.P. (“BVF”) is the record owner of 1,184,618 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. |
|
|
|
Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 1,443,756 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.
|
|
|
|
Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 259,136 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.
|
|
|
|
GEF-SMA, LP (“GEF-SMA”) is the record owner of 814,429 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.
|
|
|
|
Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 297,002 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.
|
CUSIP
No. 87164U102 |
13G/A |
Page
7 of 9 Pages |
|
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 9.97% 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. |
|
|
|
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. |
|
|
|
|
|
1. |
Great Point Partners, LLC |
|
|
|
|
(a) |
Amount beneficially owned: 7,588,3413 |
|
|
|
|
(b) |
Percent of class: 9.97%4 |
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: 0. |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: 7,588,3413 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: 0. |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: 7,588,3413 |
|
|
|
|
|
2. |
Dr. Jeffrey R. Jay, M.D. |
|
|
|
|
(a) |
Amount beneficially owned: 7,588,3413 |
|
|
|
|
(b) |
Percent of class: 9.97%4 |
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: 0. |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: 7,588,3413 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: 0. |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: 7,588,3413 |
|
|
|
|
|
3. |
Mr. David Kroin |
|
|
|
|
(a) |
Amount beneficially owned: 7,588,3413 |
3 | Includes
warrants to purchase an aggregate
of 3,589,400 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. |
| |
4 | Based on a total of
72,513,144 shares of Common Stock outstanding, as reported by the Issuer on a Form 10-Q filed with the SEC
on November 14, 2014. |
CUSIP
No. 87164U102 |
13G/A |
Page
8 of 9 Pages |
|
(b) |
Percent of class: 9.97%4 |
|
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: 0. |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: 7,588,3413 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of: 0. |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of: 7,588,3413 |
|
|
|
|
Item 5. |
Ownership of Five Percent or Less of a Class |
|
|
|
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 o. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
|
|
|
See Item 4. |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
|
|
|
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 participant in any transaction having that purpose or effect. |
CUSIP
No. 87164U102 |
13G/A |
Page
9 of 9 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: February 17, 2015
|
GREAT POINT PARTNERS, LLC |
|
|
|
|
|
|
By: |
/s/ Dr. Jeffrey R. Jay, M.D. |
|
|
|
Dr. Jeffrey R. Jay, M.D., |
|
|
|
as senior managing member |
|
|
|
|
|
|
/s/ Dr. Jeffrey R. Jay, M.D. |
|
|
DR. JEFFREY R. JAY, M.D. |
|
|
|
|
|
|
/s/ Mr. David Kroin |
|
|
Mr. David Kroin |
|
Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them
is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on
behalf of each of them; and
(ii) Each
of them is responsible for the timely filing of such Schedule 13G/A 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: February 17, 2015
|
GREAT POINT PARTNERS, LLC |
|
|
|
|
|
|
By: |
/s/ Dr. Jeffrey R. Jay, M.D. |
|
|
|
Dr. Jeffrey R. Jay, M.D., |
|
|
|
as senior managing member |
|
|
|
|
|
|
/s/ Dr. Jeffrey R. Jay, M.D. |
|
|
DR. JEFFREY R. JAY, M.D. |
|
|
|
|
|
|
/s/ Mr. David Kroin |
|
|
Mr. David Kroin |
|
Synthetic Biologics (AMEX:SYN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Synthetic Biologics (AMEX:SYN)
Historical Stock Chart
From Apr 2023 to Apr 2024