UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
AEOLUS PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
45325 S-10-1
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(CUSIP Number)
DECEMBER 31, 2005
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(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*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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CUSIP No. 13G Page 2 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5. SOLE VOTING POWER
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
1,600,000
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH
8. SHARED DISPOSITIVE POWER
1,600,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
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)
10.93%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 13G Page 3 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Biomedical Value Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
5. SOLE VOTING POWER
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
952,000
REPORTING PERSON
7. SOLE DISPOSITIVE POWER
WITH
8. SHARED DISPOSITIVE POWER
952,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,000
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)
6.65%
12. TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 13G Page 4 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Great Point GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 952,000
WITH 7. SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
952,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,000
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)
6.65%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 13G Page 5 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Biomedical Offshore Value Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5. SOLE VOTING POWER
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 648,000
7. SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER
648,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,000
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)
4.51%
12. TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 13G Page 6 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
5. SOLE VOTING POWER
NUMBER OF SHARES
6. SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH
1,600,000
REPORTING PERSON 7. SOLE DISPOSITIVE POWER
WITH
8. SHARED DISPOSITIVE POWER
1,600,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000
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)
10.93%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 13G Page 7 of 12 Pages
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ITEM 1. NAMES OF REPORTING PERSONS
(a) Aeolus Pharmaceuticals, Inc.
(b) 23811 Inverness Place
Laguna Niguel, California 92677
U.S.A.
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Biomedical Value Fund, L.P.
Great Point GP, LLC
Biomedical Offshore Value Fund, Ltd.
Dr. Jeffrey R. Jay, M.D.
(b) Address of Principal Business Office, or if none,
Residence
2 Pickwick Plaza
Suite 450
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company
organized under the laws of the State of Delaware.
Biomedical Value Fund, L.P. is a limited partnership
organized under the laws of the State of Delaware. Great
Point GP, LLC is a limited liability company organized under
the laws of the State of Delaware. Biomedical Offshore Value
Fund, Ltd. is a limited liability corporation organized
under the laws of the Cayman Islands. Dr. Jeffrey R. Jay,
M.D. is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
45325 S-10-1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR
240.13D.2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(a) [ ] Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act (15. U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
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CUSIP No. 13G Page 8 of 12 Pages
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(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813).
(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).
(j) [ ] Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 13G Page 9 of 12 Pages
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ITEM 4. OWNERSHIP
Biomedical Value Fund, L.P. ("BVF") is the direct beneficial
owner of 952,000 shares (the "BVF Shares"), consisting of
680,000 shares of Common Stock and warrants to purchase
272,000 shares of Common Stock. Great Point GP, LLC, is the
general partner of BVF, and by virtue of such status may be
deemed to be the beneficial owner of the BVF Shares. Great
Point Partners, LLC is the investment manager of BVF, and by
virtue of such status may be deemed to be the beneficial
owner of the BVF Shares. Dr. Jeffrey R. Jay, M.D. 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.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct
beneficial owner of 648,000 shares (the "BOVF Shares"),
consisting of 320,000 shares of Common Stock, warrants to
purchase 228,000 shares of Common Stock, and preferred stock
convertible into 100,000 shares of Common Stock. Great Point
Partners, LLC is the investment manager of BOVF, and by
virtue of such status may be deemed to be the beneficial
owner of the BOVF Shares. Dr. Jeffrey R. Jay, M.D. 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.
Notwithstanding the above, Great Point Partners, LLC and Dr.
Jay disclaim beneficial ownership of the BVF Shares and the
BOVF Shares and Great Point GP, LLC disclaims beneficial
ownership of the BVF Shares, except to the extent of their
respective pecuniary interests.
The Information in Items 1 and 5 through 11 on the cover
pages of this Amendment No. 1 to Schedule 13G is hereby
incorporated by reference.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: ______________________.
(b) Percent of class: ______________________.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
______________________.
(ii) Shared power to vote or to direct the vote
______________________.
(iii) Sole power to dispose or to direct the
disposition of ______________________.
(iv) Shared power to dispose or to direct the
disposition of ______________________.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
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CUSIP No. 13G Page 10 of 12 Pages
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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.
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CUSIP No. 13G Page 11 of 12 Pages
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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 13, 2006
BIOMEDICAL VALUE FUND, L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Great Point GP, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT GP, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Dr. Jeffrey R. Jay, M.D.
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Great Point Partners, LLC,
as investment manager,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT PARTNERS, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
DR. JEFFREY R. JAY, M.D.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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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: February 13, 2006
BIOMEDICAL VALUE FUND, L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Great Point GP, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT GP, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Dr. Jeffrey R. Jay, M.D.
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Great Point Partners, LLC,
as investment manager,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT PARTNERS, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
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By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
DR. JEFFREY R. JAY, M.D.
Signature: /s/ Dr. Jeffrey R. Jay, M.d.
--------------------------------------------