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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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OMB
APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response 14.5
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Washington, D.C. 20549
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Schedule 13D/A
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Under the Securities Exchange
Act of
1934
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(Amendment No. 2)*
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Bovie Medical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
10211F100
(CUSIP Number)
Ron Panzier
Great Point Partners, LLC
165 Mason Street, 3
rd
Floor
Greenwich, CT 06830
(203) 971-3300
(Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
November 23, 2016
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
x
Note
: Schedule filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*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).
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Great Point Partners, LLC
37-1475292
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions) AF
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship
or Place of Organization Delaware
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Number of Shares
Beneficially Owned by
Each Reporting Person With
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7
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Sole
Voting Power -0-
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8
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Shared
Voting Power 3,060,137
1
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9
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Sole
Dispositive Power -0-
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10
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Shared
Dispositive Power 3,060,137
1
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person 3,060,070
1
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent
of Class Represented by Amount in Row (11) 9.985%
1,2
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14
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Type
of Reporting Person (See Instructions)
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IA
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1
Consists of (i) 1,055,000
shares of Common Stock owned collectively by Biomedical Value Fund, LP (“BVF”), Biomedical Offshore Value Fund, Ltd.
(“BOVF”), Biomedical Institutional Value Fund, LP (“BIVF”), Class D Series of GEF-PS, LP (“GEF-PS”)
and WS Investments II, LLC (“WS”), and (ii) 2,005,137 shares issuable upon conversion of Series B Preferred Stock
collectively owned by each of BVF, BOVF, BIVF, GEF-PS, and WS. The foregoing does not include Series B Preferred Stock convertible
into 1,946,141 shares collectively owned by each of BVF, BOVF, BIVF, GEF-PS, and WS. The provisions of such preferred stock restrict
the conversion of such preferred stock to the extent that, after giving effect to such conversion, the holder of the preferred
stock and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own
in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such
conversion (the “Beneficial Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially own
such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting persons
up to the Beneficial Ownership Cap.
2
Based on a total of 28,642,218
shares outstanding, as reported by the Issuer in a Prospectus Supplement filed with the SEC on Nov. 10, 2016.
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dr. Jeffrey R. Jay, M.D.
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2
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Check the Appropriate Box if a Member of a Group
(See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions) AF
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization United States
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Number of Shares
Beneficially Owned by
Each Reporting Person With
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7
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Sole Voting Power -0-
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8
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Shared Voting Power 3,060,137
1
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9
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Sole Dispositive Power -0-
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10
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Shared Dispositive Power 3,060,137
1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person 3,060,137
1
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class Represented by Amount in Row (11) 9.985%
1,2
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14
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Type of Reporting Person (See Instructions)
IN
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. David Kroin
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2
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Check the Appropriate Box if a Member of a
Group
(See Instructions)
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source of
Funds (See Instructions) AF
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship
or Place of Organization United States
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Number
of Shares
Beneficially Owned by
Each Reporting Person With
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7
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Sole
Voting Power -0-
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8
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Shared
Voting Power 3,060,137
1
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9
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Sole
Dispositive Power -0-
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10
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Shared
Dispositive Power 3,060,137
1
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person 3,060,137
1
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent
of Class Represented by Amount in Row (11) 9.985%
1,2
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14
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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The title and class
of equity securities to which this statement relates is Common Stock, par value $.001 per share.
The name and address
of the principal executive offices of the issuer is
Bovie Medical
Corporation
4 Manhattanville
Road, Suite 106, Purchase NY 10577
Item 2.
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Identity and Background
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The identity and background
of the persons filing this statement is as follows:
Great Point Partners
LLC (“Great Point”) is a Delaware limited liability company, with its principal offices at 165 Mason Street, 3
rd
Floor, Greenwich, CT 06830.
Dr. Jeffrey R. Jay
(“Dr. Jay”) is an individual with a business address at 165 Mason Street, 3
rd
Floor, Greenwich, CT 06830.
Dr. Jay is a citizen of the United States and senior managing member of Great Point.
Mr. David Kroin (“Mr.
Kroin”) is an individual with a business address at 165 Mason Street, 3
rd
Floor, Greenwich, CT 06830. Mr. Kroin
is a citizen of the United States and special managing member of Great Point.
None of the Reporting
Persons was during the last five years, convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting
Persons was during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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Biomedical Value Fund,
L.P. (“BVF”) used its own funds to purchase 500,004 shares of Common Stock (“BVF Shares”) and Series B
Preferred Stock convertible into 1,886,735 shares of Common Stock (the “BVF Preferred Shares”).
Biomedical Offshore
Value Fund, Ltd. (“BOVF”) used its own funds to purchase 279,737 shares of Common Stock (the “BOVF Shares”)
and Series B Preferred Stock convertible into 1,044,295 shares of Common Stock (the “BOVF Preferred Shares”).
Biomedical Institutional
Value Fund, L.P. (“BIVF”) used its own funds to purchase 128,596 shares of Common Stock (the “BIVF Shares”)
and Series B Preferred Stock convertible into 480,065 shares of Common Stock (the “BIVF Preferred Shares”).
Class D Series of GEF-PS,
LP (“GEF-PS”) used its own funds to purchase 131,168 shares of Common Stock (the “GEF-PS Shares”) and Series
B Preferred Stock convertible into 489,669 shares of Common Stock (the “GEF-PS Preferred Shares”).
WS Investments II,
LLC (“WS”) used its own funds to purchase 15,455 shares of Common Stock (“WS Shares”) and Series B Preferred
Stock convertible into 70,514 shares of Common Stock (the “WS Preferred Shares”).
The provisions of the
preferred stock described above restrict the conversion of such preferred stock to the extent that, after giving effect to such
conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder would
constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding
immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). Therefore, the reporting persons
could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership
by such reporting persons up to the Beneficial Ownership Cap.
See Item 5 below for
information with respect to Great Point, Dr. Jay and Mr. Kroin.
Item 4.
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Purpose of Transaction
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The securities of the
Issuer are held for passive investment purposes.
Item 5.
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Interest in Securities of the Issuer
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BVF beneficially owns
in the aggregate 500,044 BVF Shares and 473,651.5 BVF Preferred Shares. Such shares in the aggregate constitute 4.723% of the shares
of Common Stock outstanding, computed in accordance with Rule 13d-3. BVF shares voting and dispositive power over the BVF Shares
and BVF Preferred Shares.
BOVF beneficially
owns in the aggregate 279,737 BOVF Shares and 264,972 BOVF Preferred Shares. Such shares in the aggregate constitute 2.642%
of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF shares voting and dispositive power
over the BOVF Shares and BOVF Preferred Shares.
BIVF beneficially owns
in the aggregate 128,596 BIVF Shares and 121,808 BIVF Preferred Shares. Such shares in the aggregate constitute 1.214% of the
shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BIVF shares voting and dispositive power of the BIVF
Shares and BIVF Preferred Shares.
GEF-PS beneficially
owns in the aggregate 131,168 GEF-PS Shares and 124,245 GEF-PS Preferred Shares. Such shares in the aggregate constitute 1.239%
of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. GEF-PS shares voting and dispositive power of
the GEF-PS Shares and GEF-PS Preferred Shares.
WS beneficially owns
in the aggregate 15,455 WS Shares and 17,891.5 WS Preferred Shares. Such shares in the aggregate constitute 0.167% of the shares
of Common Stock outstanding, computed in accordance with Rule 13d-3. WS shares voting and dispositive power of the WS Shares and
WS Preferred Shares.
The foregoing does
not include Series B Preferred Stock convertible into 1,946,141 shares collectively owned by each of BVF, BOVF, BIVF, GEF-PS, and
WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect
to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder
would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding
immediately after giving effect to such conversion (the “Beneficial Ownership Cap”). Therefore, the reporting persons
could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership
by such reporting persons up to the Beneficial Ownership Cap.
Great Point is the
investment manager of each of BVF, BIVF, BOVF, GEF-PS and WS and by virtue of such status may be deemed to be the beneficial owner
of the BMVF Shares, the BVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares,
the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares. Each of Dr. Jay, as senior managing member
of Great Point, and Mr. Kroin, and special managing member of Great Point, has shared voting and investment power with respect
to the BVF Shares, the BVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares,
the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares and may be deemed to be the beneficial owner
of such shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BVF Preferred shares, the
BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares, the GEF-PS Shares, the GEF-PS Preferred Shares,
the WS Shares and WS Preferred Shares except to the extent of any pecuniary interest, and this statement shall not be deemed to
be an admission that they are the beneficial owners of such securities.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Not applicable.
Item 7.
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Material to be Filed as Exhibits
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The following documents
are filed as exhibits and are incorporated herein.
EXHIBIT A: Joint Filing Agreement, dated as of November
23, 2016.
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: November 23, 2016
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Great Point Partners, LLC
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By:
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/s/ Dr. Jeffrey R. Jay
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Name: Dr. Jeffrey R. Jay
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Title: Senior Managing Member
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/s/ Dr. Jeffrey R. Jay
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Dr. Jeffrey R. Jay, individually
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/s/ Mr. David Kroin
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Mr. David Kroin, individually
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF
AMENDMENT NO. 2 TO SCHEDULE 13D
The undersigned hereby agree as follows:
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(i)
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Each of them is individually eligible to use the Amendment No. 2
to Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
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(ii)
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Each of them is responsible for the timely filing of such Amendment
No. 2 to Schedule 13D 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.
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Great Point Partners, LLC
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By:
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/s/ Dr. Jeffrey R. Jay
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Name: Dr. Jeffrey R. Jay
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Title: Senior Managing Member
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/s/ Dr. Jeffrey R. Jay
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Dr. Jeffrey R. Jay, individually
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/s/ Mr. David Kroin
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Mr. David Kroin, individually
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