UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BIODELIVERY SCIENCES INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
09060J106
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2007
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G 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. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Master Fund, Ltd.
98-0337673
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
PSource Structured Debt Limited
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Offshore SPV I, Ltd.
98-0539781
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): OO
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
David Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: Israel
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
CUSIP No. 09060J106
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Eugene Grin
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 0*
--------------------------------------
(6) Shared Voting Power: 1,907,599*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 1,907,599*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,907,599*
--------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [X]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 9.99%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions): IN
--------------------------------------------------------------------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
Item 1(a). Name Of Issuer: BIODELIVERY SCIENCES INTERNATIONAL, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company, Valens
Capital Management, LLC, a Delaware limited liability Company, Valens
U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore
SPV I, an exempted company incorporated with limited liability under
the laws of the Cayman Islands, PSource Structured Debt Limited, a
closed-ended company incorporated with limited liability in Guernsey,
Eugene Grin and David Grin. Laurus Capital Management, LLC manages
Laurus Master Fund, Ltd. and PSource Source Structured Debt, Limited.
Valens Capital Management manages Valens U.S. SPV I, LLC, and Valens
Offshore SPV I, Ltd. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management,
LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by Laurus Master Fund,
Ltd., PSource Structured Debt Limited, Valens U.S. SPV I, LLC, and
Valens Offshore SPV I, Ltd. Information related to each of Laurus
Capital Management, LLC, Valens Capital Management, LLC, PSource
Structured Debt, Limited, Valens U.S. SPV I, LLC, and Valens Offshore
SPV I, Ltd., Eugene Grin and David Grin is set forth on Appendix A
hereto.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP No.: 09060J106
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,907,599*
(b) Percent of Class: 9.99%*
(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 1,907,599*
(iii) sole power to dispose or to direct the
disposition of 0*
(iv) shared power to dispose or to direct the
disposition of 1,907,599*
-------------------
* Based on 19,095,095 shares of the common stock, par value $0.001 per Shares
(the "Shares") of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company") outstanding, as represented in the Company's
Quarterly Report on Form 10-QSB for the period ended September 30, 2007. As of
December 31, 2007, Laurus Master Fund, Ltd. (the "Fund") PSource Structured Debt
Limited ("PSource"), Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV
I, Ltd. ("Valens SPV I", and together with the Fund, PSource and Valens US, the
"Investors") collectively held (i) a common stock purchase warrant (the "Warrant
A") to acquire 12,992 Shares at an exercise price of $0.001 per Share, subject
to certain adjustments, (ii) a common stock purchase warrant (the "Warrant B")
to acquire 39,574 Shares at an exercise price of $0.001 per Share, subject to
certain adjustments, (iii) a common stock purchase warrant ("Warrant C") to
acquire 29,700 Shares at an exercise price of $0.001 per Shares, subject to
certain adjustments; (iv) a common stock purchase warrant ("Warrant D") to
acquire 33,000 Share at an exercise price of $3.50 per Share, subject to certain
adjustments, (v) a common stock purchase warrant ("Warrant E") to acquire 62,887
Shares at an exercise price of $3.00 per Share, subject to certain adjustments;
(vi) a common stock purchase warrant ("Warrant F", and together with Warrant A,
Warrant B, Warrant C, Warrant D and Warrant E, the "Earlier Warrants") to
acquire 47,113 Shares at an exercise price of $3.00 per Share, subject to
certain adjustments; (vii) a common stock purchase warrant ("Warrant F") to
acquire 943,305 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (viii) a common stock purchase warrant ("Warrant G") to
acquire 556,695 Shares at an exercise price of $3.05 per Share, subject to
certain adjustments; (ix) a common stock purchase warrant ("Warrant H", and
together with Warrant F and Warrant G, the "Later Warrants") to purchase 833,871
Shares at an exercise price of $5.00 per share, subject to certain adjustments,
and (x) 572 Shares. The Early Warrants contain an issuance limitation
prohibiting the Investors from exercising those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
Limitation"). The Later Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation" and together
with the 4.99% Issuance Limitation, the "Issuance Limitations"). The Issuance
Limitations may be waived by the Investors upon at least 75 days prior notice to
the Company and, other than in the case of Warrant A, Warrant B and Warrant C,
shall also automatically become null and void upon the occurrence and/or
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument). In the case of the Warrant D, Warrant E, Warrant F,
Warrant G and Warrant H, the Issuance Limitations shall also become
automatically null and void following notice to the Issuer of the occurrence
and/or continuance of an Event of Default (as defined in and pursuant to the
terms of the applicable instrument). The Fund and PSource are managed by Laurus
Capital Management, LLC. Valens US and Valens SPV I are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share sole voting and investment power over the securities
owned by the Investors reported in this Schedule 13G, as amended.
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 Securities:
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.
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.
February 14, 2008
----------------------------------
Date
LAURUS MASTER FUND, LTD.
/s/ Eugene Grin
----------------------------------
Eugene Grin
Director
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No. 09060J106
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Valens Capital Management, LLC, a Delaware limited
liability company
Business Address: c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: Valens U.S. SPV I, LLC, a Delaware limited
liability company
Business Address: c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
D. Name: Valens Offshore SPV I, Ltd., an exempted company
incorporated with limited liability under the
laws of the Cayman Islands
Business Address: c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Cayman Islands
E. Name: PSource Structured Debt Limited, a closed-ended
company incorporated with limited liability in
Guernsey
Business Address: c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
F. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: Israel
G. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: United States
CUSIP No. 09060J106
Each of Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens
U.S. SPV I, LLC, Valens Offshore SPV I, Ltd, Valens Capital Management, LLC,
Eugene Grin and David Grin hereby agrees, by their execution below, that the
Schedule 13G, as amended, to which this Appendix A is attached is filed on
behalf of each of them, respectively.
Laurus Capital Management, LLC,
PSource Structured Debt Limited
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 14, 2008
Valens Capital Management, LLC
Valens Offshore SPV I, Ltd.
Valens U.S. SPV I, LLC
By Valens Capital Management, LLC
individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 14, 2008
/s/ David Grin
----------------------------------------
David Grin
February 14, 2008
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 14, 2008