UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Advanced Magnetics, Inc.
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
00753P103
---------
(CUSIP Number)
June 1, 2005
(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)
*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
disclosure 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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
U.S.A.
Number of 5. SOLE VOTING POWER
Shares
Beneficially
Owned by 6. SHARED VOTING POWER
Each 1,685,652
Reporting
Person 7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
1,685,652
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,685,652
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.65%
12. TYPE OF REPORTING PERSON
OO
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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, U.S.A.
Number of 5. SOLE VOTING POWER
Shares 835,074
Beneficially
Owned by 6. SHARED VOTING POWER
Each
Reporting 7. SOLE DISPOSITIVE POWER
Person 835,074
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
835,074
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.36%
12. TYPE OF REPORTING PERSON
PN
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
Number of 5. SOLE VOTING POWER
Shares 850,578
Beneficially
Owned by 6. SHARED VOTING POWER
Each
Reporting 7. SOLE DISPOSITIVE POWER
Person 850,578
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,578
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.51%
12. TYPE OF REPORTING PERSON
CO
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
U.S.A.
Number of 5. SOLE VOTING POWER
Shares 63,156
Beneficially
Owned by 6. SHARED VOTING POWER
Each 1,685,652
Reporting
Person 7. SOLE DISPOSITIVE POWER
63,156
8. SHARE DISPOSITIVE POWER
1,685,652
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,808
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.25%
12. TYPE OF REPORTING PERSON
IN
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ITEM 1(A) NAME OF ISSUER:
Advanced Magnetics, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
61 Mooney Street
Cambridge, MA 02138
ITEM 2(A) NAME OF PERSON FILING:
Great Point Partners, LLC
Biomedical Value Fund, L.P.
Biomedical Offshore Value Fund, Ltd.
Dr. Jeffrey M. Jay, M.D.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
2 Pickwick Plaza
Suite 450
Greenwich, CT 06830
ITEM 2(C) CITIZENSHIP:
Great Point Partners, LLC ("Great Point") is a Delaware limited
liability company. Biomedical Value Fund, L.P. ("BVMF") is a Delaware limited
partnership. Biomedical Offshore Value Fund, Ltd. ("BOVF") is an exempted
company incorporated under the provisions of the Companies Law of the Cayman
Islands. Dr. Jeffrey M. Jay ("Dr. Jay") is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) CUSIP NUMBER:
00753P103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
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ITEM 4. OWNERSHIP (A) THROUGH (C)
BMVF owns in the aggregate 835,074 shares of Common Stock, consisting
of 698,232 shares of Common Stock and warrants to purchase 136,842 shares of
Common Stock. Such shares, in the aggregate, constitute 8.36% percent of the
shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BMVF
disclaims beneficial ownership of any securities owned by BOVF or Dr. Jay.
BOVF owns in the aggregate 850,578 shares of Common Stock, consisting
of 710,578 shares of Common Stock and warrants to purchase 140,000 shares of
Common Stock. Such shares, in the aggregate, constitute 8.51% percent of the
shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF
disclaims beneficial ownership of any securities owned by BMVF or Dr. Jay.
Dr. Jay owns in the aggregate 63,156 shares of Common Stock, consisting
of 52,630 shares of Common Stock and warrants to purchase 10,526 shares of
Common Stock. Such shares, in the aggregate, constitute 0.64% of the shares of
Common Stock outstanding, computed in accordance with Rule 13d-3.
Great Point is the investment manager of each of BMVF and BOVF, and by
virtue of such status has shared voting and investment power with respect to
securities owned and held by BMVF and BOVF and may be deemed to be the
beneficial owner of such securities. Dr. Jay, as senior managing member of Great
Point, has shared voting and investment power with respect to securities owned
and held by BMVF and BOVF and may be deemed to be the beneficial owner of such
securities. Great Point and Dr. Jay disclaim beneficial ownership of the shares
of Common Stock held by BMVF and BOVF, except to the extent of any pecuniary
interest, and this Schedule 13G shall not be deemed to be an admission that they
are the beneficial owners of such securities.
The information in items 1 and 5 through 8 on the cover pages of this
Schedule 13G is hereby incorporated by reference.
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 the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ]:
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
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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 a participant in any transaction having that purpose or effect.
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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: June 9, 2005
GREAT POINT PARTNERS, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Great Point Partners, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Great Point Partners, LLC,
as investment manager,
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
JOINT FILING STATEMENT
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: June 9, 2005
GREAT POINT PARTNERS, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Great Point Partners, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------
By Great Point Partners, LLC,
as investment manager,
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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