UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HYBRIDON, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
44860M801
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(CUSIP Number)
APRIL 20, 2004
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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)
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*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).
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CUSIP No. 13G Page 2 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 6. SHARED VOTING POWER
WITH 9,975,394
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
9,975,394
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,975,394
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)
8.99%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 13G Page 3 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Biomedical Value Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 6. SHARED VOTING POWER
WITH 5,714,078
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
5,714,078
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,714,078
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)
5.15%
12. TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 13G Page 4 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Great Point GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 6. SHARED VOTING POWER
WITH 5,714,078
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
5,714,078
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,714,078
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)
5.15%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 13G Page 5 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Biomedical Offshore Value Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON 6. SHARED VOTING POWER
WITH 4,261,316
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
4,261,316
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,261,316
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)
3.84%
12. TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 13G Page 6 of 12 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY 349,200
OWNED BY EACH
REPORTING PERSON 6. SHARED VOTING POWER
WITH 9,975,394
7. SOLE DISPOSITIVE POWER
8. SHARED DISPOSITIVE POWER
9,975,394
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,324,594
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)
9.31%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 13G Page 7 of 12 Pages
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ITEM 1. NAMES OF REPORTING PERSONS
(a) Hybridon, Inc.
(b) 345 Vassar Street
Cambridge, MA 02139
U.S.A.
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Biomedical Value Fund, L.P.
Great Point GP, LLC
Biomedical Offshore Value Fund, Ltd.
Dr. Jeffrey M. Jay, M.D.
(b) Address of Principal Business Office, or if none, Residence
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. Great Point GP, LLC is a limited liability company organized
under the laws of the State of Delaware. Biomedical Offshore Value
Fund, Ltd. is a limited liability corporation organized under the laws
of the Cayman Islands. Dr. Jeffrey M. Jay, M.D. is a citizen of the
United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
44860M801
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).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
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CUSIP No. 13G Page 8 of 12 Pages
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(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).
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CUSIP No. 13G Page 9 of 12 Pages
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ITEM 4. OWNERSHIP
Biomedical Value Fund, L.P. ("BVF") is the direct beneficial owner of
5,714,078 shares, consisting of 4,837,600 Common Shares and 876,478
warrants for the purchase of Common Shares (the "BVF Shares"). Great
Point GP, LLC, is the general partner of BVF, and by virtue of such
status may be deemed to be the beneficial owner of the BVF Shares.
Great Point Partners, LLC is the investment manager of BVF, and by
virtue of such status may be deemed to be the beneficial owner of the
BVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment power
with respect to the BVF Shares, and therefore is the beneficial owner
of the BVF Shares.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct beneficial
owner of 4,261,316 shares, consisting of 3,586,800 Common Shares and
674,516 warrants for the exercise of Common Shares (the "BOVF
Shares"). Great Point Partners, LLC is the investment manager of BOVF,
and by virtue of such status may be deemed to be the beneficial owner
of the BOVF Shares. Dr. Jeffrey R. Jay, M.D. has voting and investment
power with respect to the BOVF Shares, and therefore is the beneficial
owner of the BOVF Shares.
The Information in Items 1 and 5 through 11 on the cover pages of this
Amendment No. 1 to Schedule 13G 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.
(a) Amount beneficially owned: _________________________.
(b) Percent of class: _________________________.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote _________________.
(ii) Shared power to vote or to direct the vote _______________.
(iii) Sole power to dispose or to direct the
disposition of ________________________.
(iv) Shared power to dispose or to direct the
disposition of _________________________.
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
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
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CUSIP No. 13G Page 10 of 12 Pages
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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.
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CUSIP No. 13G Page 11 of 12 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.
BIOMEDICAL VALUE FUND, L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Great Point GP, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT GP, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Dr. Jeffrey R. Jay, M.D.
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Great Point Partners, LLC,
As investment manager,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
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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EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
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: February 11, 2005
BIOMEDICAL VALUE FUND, L.P.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Great Point GP, LLC,
as general partner,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
GREAT POINT GP, LLC
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Dr. Jeffrey R. Jay, M.D.
as senior managing member
BIOMEDICAL OFFSHORE VALUE FUND, LTD.
Signature: /s/ Dr. Jeffrey R. Jay, M.D.
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By Great Point Partners, LLC,
As investment manager,
By Dr. Jeffrey R. Jay, M.D.,
as senior managing member
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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