13D Filing: Broadfin Capital and Biodelivery Sciences International Inc (BDSI)

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates
to shares of the Common Stock, par value $0.001 per share (the “Shares”), of Biodelivery Sciences International, Inc.,
a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4131 ParkLake
Ave., Suite 225, Raleigh, North Carolina 27612.

Item 2.

Identity and Background.

(a)       This
statement is filed by:

(i)

Broadfin Capital, LLC, a Delaware limited liability company (“Broadfin Capital”), which serves as the investment manager of Broadfin Master (as defined below);

(ii)

Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Master”); and

(iii)

Kevin Kotler, who serves as the managing member of Broadfin Capital.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to the Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.

(b)       The
address of the principal office of each of Broadfin Capital and Mr. Kotler is 300 Park Avenue, 25^th Floor, New York,
New York 10022. The address of the principal office of Broadfin Master is 20 Genesis Close, Ansbacher House, Second Floor, P.O.
Box 1344, Grand Cayman KY1-1108, Cayman Islands. The officers and directors of Broadfin Master and their principal occupations
and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The
principal business of Broadfin Capital is serving as the investment manager of Broadfin Master. The principal business of Broadfin
Master is purchasing, holding and selling securities for investment purposes. The principal occupation of Mr. Kotler is serving
as the managing member of Broadfin Capital.

(d)       No
Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

(f)       Mr.
Kotler is a citizen of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.