--------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response 11
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PANACOS PHARMACEUTICALS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
69811Q 10 6
--------------------------------------------------------------------------------
(CUSIP Number)
DECEMBER 31, 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
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).
----------------- --------------------
CUSIP No. 13G Page 2 of 11 Pages
----------------- --------------------
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 0
BENEFICIALLY 6. SHARED VOTING POWER
2,695,048
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH 8. SHARED DISPOSITIVE POWER
2,695,048
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,695,048
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)
5.2%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
----------------- --------------------
CUSIP No. 13G Page 3 of 11 Pages
----------------- --------------------
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
USA
5. SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
1,387,298
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH 8. SHARED DISPOSITIVE POWER
1,387,298
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,298
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)
2.74%
12. TYPE OF REPORTING PERSON (See Instructions)
PN
----------------- --------------------
CUSIP No. 13G Page 4 of 11 Pages
----------------- --------------------
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 0
BENEFICIALLY 6. SHARED VOTING POWER
1,307,750
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON 0
WITH 8. SHARED DISPOSITIVE POWER
1,307,750
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,307,750
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)
2.59%
12. TYPE OF REPORTING PERSON (See Instructions)
CO
----------------- --------------------
CUSIP No. 13G Page 5 of 11 Pages
----------------- --------------------
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
USA
5. SOLE VOTING POWER
NUMBER OF SHARES 90,625
BENEFICIALLY 6. SHARED VOTING POWER
2,695,048
OWNED BY EACH
7. SOLE DISPOSITIVE POWER
REPORTING PERSON 90,625
WITH 8. SHARED DISPOSITIVE POWER
2,695,048
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,673
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)
5.37%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
----------------- --------------------
CUSIP No. 13G Page 6 of 11 Pages
----------------- --------------------
ITEM 1.
(a) Name of Issuer
Panacos Pharmaceuticals, Inc.
(b) Address of Issuer's Principal Executive Offices
134 Coolidge Avenue
Watertown, MA 02472
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Biomedical Value Fund, L.P.
Biomedical Offshore Value Fund, Ltd.
Dr. Jeffrey R. Jay, M.D.
The Reporting Persons have entered into a Joint Filing
Statement, dated February 13, 2006, 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.
(b) Address of Principal Business Office, or if none,
Residence
The address of the principal business office of
each of the Reporting Persons is
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.
Biomedical Offshore Value Fund, Ltd. is an exempted company
incorporated under the provisions of the Companies Law 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
69811Q 10 6
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).
----------------- --------------------
CUSIP No. 13G Page 7 of 11 Pages
----------------- --------------------
(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).
(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).
ITEM 4. OWNERSHIP
Biomedical Value Fund, L.P. ("BMVF") owns in the aggregate
1,387,298 shares of Common Stock, consisting of warrants to
purchase 1,387,298 shares of Common Stock. Such shares, in
the aggregate, represent 2.74% of the shares of Common Stock
outstanding, computed in accordance with Rule 13d-3. BMVF
disclaims beneficial ownership of any securities owned by
Biomedical Offshore Value Fund, LTD ("BOVF") or Dr. Jeffrey
R. Jay, M.D. ("Dr. Jay").
BOVF owns in the aggregate 1,307,750 shares of Common Stock,
consisting of 50,000 shares of Common Stock and warrants to
purchase 1,257,750 shares of Common Stock. Such shares, in
the aggregate, represent 2.59% 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.
Great Point Partners, LLC ("Great Point") is the investment
manager 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. Great Point
may be deemed to be the beneficial owner of 2,695,048 shares
of Common Stock, consisting of 50,000 shares of Common Stock
and warrants to purchase 2,645,048 shares of Common Stock.
Such shares, in the aggregate, represent 5.2% of Common
Stock outstanding, computed in accordance with Rule 13d-3.
Great Point disclaims beneficial ownership of any securities
owned by Dr. Jay.
Dr. Jay beneficially owns 90,625 shares of Common Stock,
consisting of 62,500 shares of Common Stock and warrants to
purchase 28,125 shares of Common Stock. In addition, 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. Dr. Jay may be deemed
to be the beneficial owner of 2,695,048 shares of Common
Stock, consisting of an aggregate amount of 50,000 shares of
Common Stock and warrants to purchase 2,645,048 shares of
Common Stock. Such shares, in the aggregate, represent 5.37%
of Common Stock outstanding, computed in accordance with
Rule 13d-3.
Notwithstanding the above, Great Point and Dr. Jay disclaim
beneficial ownership of the shares of Common Stock held by
BMVF and BOVF, except to the extent of their respective
pecuniary interest.
----------------- --------------------
CUSIP No. 13G Page 8 of 11 Pages
----------------- --------------------
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 2,695,048
(b) Percent of class: 5.2%.
(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:
2,695,048.
(iii) Sole power to dispose or to direct the
disposition of: - 0 -.
(iv) Shared power to dispose or to direct the
disposition of: 2,695,048.
2. BIOMEDICAL VALUE FUND, L.P.
(a) Amount beneficially owned: 1,387,298
(b) Percent of class: 2.74%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,387,298.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the
disposition of: 1,387,298.
(iv) Shared power to dispose or to direct the
disposition of: 0.
2. BIOMEDICAL OFFSHORE VALUE FUND, LTD.
(a) Amount beneficially owned: 1,307,750
(b) Percent of class: 2.59%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,307,750.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the
disposition of: 1,307,750.
(iv) Shared power to dispose or to direct the
disposition of: 0.
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 2,785,673
(b) Percent of class: 5.37%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
90,625.
(ii) Shared power to vote or to direct the vote:
2,695,048.
----------------- --------------------
CUSIP No. 13G Page 9 of 11 Pages
----------------- --------------------
(iii) Sole power to dispose or to direct the
disposition of: 90,625.
(iv) Shared power to dispose or to direct the
disposition of: 2,695,048.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Yes, with respect to Biomedical Value Fund, L.P and
Biomedical Offshore Value Fund, Ltd., only.
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
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. 13G Page 10 of 11 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 13, 2006
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND, L.P.
By: Great Point GP, LLC,
as general partner
By: /s/ Dr. Jeffrey R. Jay, M.D.
------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
By: Great Point Partners, LLC,
as investment manager
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.
EXHIBIT A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13G and any amendments thereto to which this exhibit is attached is filed on
behalf of each of them.
Date: February 13, 2006
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL VALUE FUND, L.P.
By: Great Point GP, LLC,
as general partner
By: /s/ Dr. Jeffrey R. Jay, M.D.
------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
By: Great Point Partners, LLC,
as investment manager
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.