- Statement of Ownership (SC 13G)
January 15 2010 - 4:31PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response 10.4
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Schedule 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Solta Medical, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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83438K103
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(CUSIP Number)
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January 8, 2010
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(Date of Event which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
persons 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.
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CUSIP No.
83438K103
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13G
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Page 2 of 10
Pages
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1.
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NAMES OF REPORTING PERSONS
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Great Point Partners, LLC
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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37-1475292
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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SOLE VOTING POWER
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0
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SHARED VOTING POWER
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2,970,298
1
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7.
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SOLE DISPOSITIVE
POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,970,298
1
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,970,298
1
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.25%
1,2
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12.
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TYPE OF REPORTING PERSON
(See Instructions)
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OO
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1
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Consists of
1,138,614 shares owned by Biomedical Value Fund, LP (BVF), 594,060 shares
owned by Biomedical Offshore Value Fund, Ltd. (BOVF), 742,574 shares owned
by Class D Series of GEF-PS, L.P. (GEF-PS) and 495,050 shares owned by
Biomedical Institutional Value Fund, LP (BIVF). Does not include 569,307
shares underlying a warrant held by BVF, 297,030 shares underlying a warrant
held by BOVF, 371,287 shares underlying a warrant held by GEF-PS and 247,525
shares underlying a warrant owned by BIVF. The warrants are not exercisable
until July 8, 2010. As a result, the reporting persons disclaim beneficial
ownership of the shares underlying the warrants until 60 days prior to such
date.
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2
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Based on a
total of 56,619,644 shares outstanding, calculated as follows: 48,089,940
shares outstanding as reported by the Issuer in that certain securities purchase
agreement filed as Exhibit 10.1 to Form 8-K filed on January 8, 2010, plus an
additional 8,529,704 shares issued by the Issuer pursuant to a private
placement as reported by the Issuer on a Form 8-K filed on January 8, 2010.
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CUSIP No.
83438K103
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13G
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Page 3 of 10
Pages
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1.
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NAMES OF REPORTING PERSONS
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Dr. Jeffrey R. Jay, M.D.
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,970,298
1
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,970,298
1
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,970,298
1
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.25%
1,
2
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12.
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TYPE OF REPORTING PERSON
(See Instructions)
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IN
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CUSIP No.
83438K103
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13G
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Page 4 of 10
Pages
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1.
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NAMES OF REPORTING PERSONS
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Mr. David Kroin
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,970,298
1
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,970,298
1
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,970,298
1
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.25%
1,
2
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12.
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TYPE OF REPORTING PERSON
(See Instructions)
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IN
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CUSIP No.
83438K103
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13G
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Page 5 of 10
Pages
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Item 1.
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(a)
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Name of
Issuer
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Solta
Medical, Inc.
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(b)
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Address of
Issuers Principal Executive Offices
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25881 Industrial Boulevard, Hayward, California 94545
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Item 2.
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(a)
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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 January
15, 2010, 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)
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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)
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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)
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Title of
Class of Securities
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Common Stock
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(e)
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CUSIP Number
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83438K103
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Item 3.
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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)
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Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as
defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).
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(d)
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Investment Company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).
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CUSIP No.
83438K103
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13G
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Page 6 of 10
Pages
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(f)
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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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)
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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)
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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Biomedical
Value Fund, L.P. (BVF) is the record owner of 1,138,614 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 a warrant to purchase 569,307 shares.
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Biomedical
Offshore Value Fund, Ltd. (BOVF) is the record owner of 594,060 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 a warrant to purchase 297,030 shares.
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Class D
Series of GEF-PS, L.P. (GEF-PS) is the record owner of 742,574 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 a warrant to purchase 371,287 shares.
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Biomedical
Institutional Value Fund, Ltd. (BIVF) is the record owner of 495,050 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 a warrant to purchase 247,525 shares.
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CUSIP No.
83438K103
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13G
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Page 7 of 10
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The warrants
described above are not exercisable until July 8, 2010. As a result, the
reporting persons disclaim beneficial ownership of the shares underlying the
warrants until 60 days prior to such date.
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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 GEF-PS Shares, the BIVF Shares and
the shares underlying the warrants described above, except to the extent of
their respective pecuniary interests.
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Provide the
following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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1.
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Great Point Partners, LLC
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(a)
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Amount
beneficially owned: 2,970,298
3
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(b)
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Percent of
class: 5.25%
3,4
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: - 0 -
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(ii)
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Shared power
to vote or to direct the vote: 2,970,298
3
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(iii)
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Sole power
to dispose or to direct the disposition of: - 0 -.
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(iv)
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Shared power
to dispose or to direct the disposition of: 2,970,298
3
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2.
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Dr. Jeffrey R. Jay, M.D.
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(a)
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Amount
beneficially owned: 2,970,298
3
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(b)
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Percent of
class: 5.25%
3,4
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: 0.
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(ii)
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Shared power
to vote or to direct the vote: 2,970,298
3
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(iii)
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Sole power
to dispose or to direct the disposition of: 0.
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(iv)
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Shared power
to dispose or to direct the disposition of: 2,970,298
3
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3
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Consists of 1,138,614 shares owned by Biomedical Value
Fund, LP (BVF), 594,060 shares owned by Biomedical Offshore Value Fund,
Ltd. (BOVF), 742,574 shares owned by Class D Series of GEF-PS, L.P.
(GEF-PS) and 495,050 shares owned by Biomedical Institutional Value Fund,
LP (BIVF). Does not include 569,307 shares underlying a warrant held by
BVF, 297,030 shares underlying a warrant held by BOVF, 371,287 shares
underlying a warrant held by GEF-PS and 247,525 shares underlying a warrant
owned by BIVF. The warrants are not exercisable until July 8, 2010. As a
result, the reporting persons disclaim beneficial ownership of the shares
underlying the warrants until 60 days prior to such date.
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4
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Based on a total of 56,619,644 shares outstanding, calculated as
follows: 48,089,940 shares outstanding as reported by the Issuer in that
certain securities purchase agreement filed as Exhibit 10.1 to Form 8-K filed
on January 8, 2010, plus an additional 8,529,704 shares issued by the Issuer
pursuant to a private placement as reported by the Issuer on a Form 8-K filed
on January 8, 2010.
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CUSIP No.
83438K103
|
13G
|
Page 8 of 10
Pages
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3.
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Mr. David Kroin
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(a)
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Amount
beneficially owned: 2,970,298
3
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(b)
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Percent of
class: 5.25%
3,4
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: 0.
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(ii)
|
Shared power
to vote or to direct the vote: 2,970,298
3
|
|
|
|
|
|
|
|
|
(iii)
|
Sole power
to dispose or to direct the disposition of: 0.
|
|
|
|
|
|
|
|
|
(iv)
|
Shared power
to dispose or to direct the disposition of: 2,970,298
3
|
|
|
|
|
|
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 [ ].
|
|
|
|
|
|
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.
83438K103
|
13G
|
Page 9 of 10
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: January
15, 2010
|
|
|
|
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
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: January
15, 2010
|
|
|
|
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
|
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