424(b)(3) supplement 1
PROSPECTUS
SUPPLEMENT NO. 1
(to
Prospectus Dated August 30, 2006)
|
Filed
Pursuant to Rule 424(b)(3)
File
No. 333-136852
|
5,147,520
Shares
Common
Stock
___________________
This
Prospectus Supplement No. 1 supplements the prospectus dated August 30, 2006
relating to the 5,147,520 shares of common stock of BioSante Pharmaceuticals,
Inc. that may be offered for sale for the account of several stockholders of
BioSante, their respective donees or pledgees, as stated under the heading
“Plan
of Distribution” in the original prospectus.
This
Prospectus Supplement No. 1 is being filed to update the original table of
selling stockholders in the original prospectus with respect to a change in
beneficial ownership that has occurred since the date of the original
prospectus. This Prospectus Supplement No. 1 is not complete without, and may
not be delivered or utilized except in connection with, the original prospectus.
This Prospectus Supplement No. 1 is qualified by reference to the original
prospectus, except to the extent that the information contained in this
Prospectus Supplement No. 1 supersedes the information contained in the original
prospectus.
SELLING
STOCKHOLDERS
The
table
of selling stockholders in the original prospectus lists Mallette Capital Master
Fund Ltd., Mallette Capital Biotech Fund L.P., Perceptive Life Sciences Master
Fund, Ltd. and Quogue Capital LLC as beneficially owning shares issuable upon
exercise of warrants of which could be offered for sale by these stockholders
pursuant to the original prospectus. In December 2006, Mallette Capital Master
Fund Ltd., Mallette Capital Biotech Fund L.P. and Perceptive Life Sciences
Master Fund, Ltd, respectively, transferred warrants to purchase 48,706, 21,294
and 175,000 shares, respectively, of BioSante common stock to Warrant Strategies
Fund LLC. In January 2007, Quogue Capital LLC transferred a warrant to purchase
87,500 shares of BioSante common stock to Smithfield Fiduciary LLC.
The
table
of selling stockholders as it relates to the shares of BioSante common stock
listed as held by, Mallette Capital Master Fund Ltd., Mallette Capital Biotech
Fund L.P., Perceptive Life Sciences Master Fund, Ltd. and Quogue Capital LLC
in
the original prospectus are hereby updated through March 15, 2007 and amended
to
reflect the foregoing as follows:
|
|
Shares
Beneficially
Owned
Prior to the Offering
|
|
|
|
Shares
Beneficially
Owned
After Completion
Completion
of
the
Offering
|
Selling
Stockholder
|
|
|
Shares
Subject to Warrants
|
|
|
Total
Shares Beneficially Owned
|
|
|
Percentage
|
|
|
Number
of
Shares
Being
Offered
|
|
|
Number
|
|
|
Percentage
|
|
Mallette
Capital Master Fund Ltd. (1)
|
|
|
0
|
|
|
504,818
|
|
|
2.2
|
%
|
|
139,160
|
|
|
365,658
|
|
|
1.6
|
%
|
Mallette
Capital Biotech Fund L.P. (1)
|
|
|
0
|
|
|
220,582
|
|
|
1.0
|
%
|
|
60,840
|
|
|
159,742
|
|
|
*
|
|
Perceptive
Life Sciences Master Fund,
Ltd.
(2)
|
|
|
97,500
|
|
|
597,500
|
|
|
2.6
|
%
|
|
500,000
|
|
|
97,500
|
|
|
*
|
|
Warrant
Strategies Fund LLC (3)
|
|
|
245,000
|
|
|
245,000
|
|
|
1.1
|
%
|
|
245,000
|
|
|
0
|
|
|
--
|
|
Quogue
Capital LLC (4)
|
|
|
11,250
|
|
|
250,000
|
|
|
1.1
|
%
|
|
238,750
|
|
|
11,250
|
|
|
*
|
|
Smithfield
Fiduciary LLC (5)
|
|
|
87,500
|
|
|
87,500
|
|
|
*
|
|
|
87,500
|
|
|
0
|
|
|
--
|
|
__________________________________
* Less
than
one percent (1%)
(1) Mallette
Capital Management, Inc. is the investment advisor of Mallette Capital Master
Fund Ltd. and Mallette Capital Biotech Fund L.P. and consequently has voting
control and investment discretion over securities owned by Mallette Capital
Master Fund Ltd. and Mallette Biotech Fund L.P. Quinterol Mallette, M.D. is
the
President of Mallette Capital Management, Inc. As a result, Mallette Capital
Management, Inc. and Dr. Mallette may be considered the beneficial owner of
any
shares deemed to be beneficially owned by Mallette Capital Master Fund Ltd.
and
Mallette Biotech Fund L.P.
(2) Perceptive
Advisors, LLC is the investment manager of Perceptive Life Science Master Fund,
Ltd. and consequently has voting control and investment discretion over
securities owned by Perceptive Life Science Master Fund, Ltd. Joseph Edelman
is
the managing member of Perceptive Advisors, LLC. As a result, Mr. Edelman may
be
considered the beneficial owner of any shares deemed to be beneficially owned
by
Perceptive Life Science Master Fund, Ltd. Perceptive Life Science Master Fund,
Ltd. was a 10% or more stockholder of BioSante within the last three
years.
(3) Hull
Capital Management, LLC is the sole member of Warrant Strategies Fund LLC.
Sean
Molloy, an employee of C.E. Unterberg, Towbin, LLC, the investment manager
of
Warrant Strategies Fund LLC, has sole voting and investment control over the
securities beneficially owned by Warrant Strategies Fund LLC. Mr. Molloy
disclaims beneficial ownership of such securities. CE Unterberg, Towbin, LLC
is
a broker-dealer registered with the National Association of Securities Dealers.
Although Warrant Strategies Fund LLC is an affiliate of a registered
broker-dealer, Warrant Strategies Fund LLC has represented to us that it has
purchased its shares being offered in this offering in the ordinary course
of
business and at the time of such purchase, had no agreements or understandings
to distribute such securities.
(4) Wayne
Rothbaum, a principal of Quogue Capital LLC, has voting and investment power
over the securities beneficially owned by Quogue Capital LLC.
(5) Highbridge
Capital Management, LLC is the trading manager of Smithfield Fiduciary LLC
and
has voting control and investment discretion over the securities held by
Smithfield Fiduciary LLC. Glenn Dubin and Henry Swieca control Highbridge
Capital Management, LLC and have voting control and investment discretion over
the securities held by Smithfield Fiduciary LLC. Each of Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership
of
the securities held by Smithfield Fiduciary LLC.
The
common stock offered involves a high degree of risk. We refer you to “Risk
Factors,” beginning on page 9 of the original prospectus.
___________________
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this Prospectus
Supplement No. 1 is truthful or complete. Any representation to the contrary
is
a criminal offense.
___________________
The
date
of this Prospectus Supplement No. 1 is March 15, 2007