UNITED STATES --------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549
OMB Number: 3235-0145
SCHEDULE 13G Expires: February 28, 2009
Estimated average burden
UNDER THE SECURITIES EXCHANGE ACT OF 1934 hours per response 10.4
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(AMENDMENT NO. 3)*
AEOLUS PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
00765G109
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(CUSIP Number)
DECEMBER 31, 2007
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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)
*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).
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. 00765G109 13G/A Page 2 of 10 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475292
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
BENEFICIALLY
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON
WITH 1,704,747
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
1,704,747
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,747
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)
5.25%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 00765G109 13G/A Page 3 of 10 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 1,704,747
WITH 7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
1,704,747
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,747
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)
5.25%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 00765G109 13G/A Page 4 of 10 Pages
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1. NAMES OF REPORTING PERSONS
Mr. David Kroin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 1,704,747
WITH 7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
1,704,747
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,747
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)
5.25%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 00765G109 13G/A Page 5 of 10 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
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin
The Reporting Persons have entered into a Joint Filing Agreement, dated
February 14, 2008, a copy of which is filed with this Schedule 13G/A 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:
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c) Citizenship
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.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
00765G109
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).
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CUSIP No. 00765G109 13G/A Page 6 of 10 Pages
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(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
Great Point Partners, LLC ("Great Point") is the investment manager of
Biomedical Value Fund, L.P. ("BVF"), and by virtue of such status may be
deemed to be the beneficial owner of the 952,000 shares of Common Stock
of the Issuer owned by BVF (the "BVF Shares"), consisting of 680,000
shares of Common Stock and warrants to purchase 272,000 shares of Common
Stock. 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.
Great Point is the investment manager of Biomedical Offshore Value Fund,
Ltd. ("BOVF"), and by virtue of such status may be deemed to be the
beneficial owner of the 752,747 shares of Common Stock of the Issuer
owned by BOVF (the "BOVF Shares"), consisting of 524,747 shares of
Common Stock and warrants to purchase 228,000 shares of Common Stock.
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.
Notwithstanding the above, each of Great Point, Dr. Jay and Mr. Kroin
disclaim beneficial ownership of the BVF Shares and the BOVF 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. 3 to Schedule 13G/A 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.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 1,704,747
(b) Percent of class: 5.25%.
(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: 1,704,747
(iii) Sole power to dispose or to direct the disposition of:
- 0 -.
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CUSIP No. 00765G109 13G/A Page 7 of 10 Pages
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(iv) Shared power to dispose or to direct the disposition of:
1,704,747
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 1,704,747
(b) Percent of class: 5.25%.
(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: 1,704,747
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of:
1,704,747
3. MR. DAVID KROIN
(a) Amount beneficially owned: 1,704,747
(b) Percent of class: 5.25%.
(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: 1,704,747
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of:
1,704,747
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:
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.
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CUSIP No. 00765G109 13G/A Page 8 of 10 Pages
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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. 00765G109 13G/A Page 9 of 10 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 14, 2008
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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MR. DAVID KROIN
Signature: /s/ Mr. David Kroin
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EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G/A to
which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13G/A 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 14, 2008
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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MR. DAVID KROIN
Signature: /s/ Mr. David Kroin
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