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

Item 5.

Interest in Securities of the Issuer.

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 58,449,620 Shares outstanding as of March
13, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with
the Securities and Exchange Commission on March 15, 2018.

As of the close of
business on April 9, 2018, Broadfin Master beneficially owned 4,278,819 Shares, constituting approximately 7.3% of the Shares outstanding.
Broadfin Capital, as the investment manager of Broadfin Master, may be deemed to beneficially own the 4,278,819 Shares owned by
Broadfin Master, constituting approximately 7.3% of the Shares outstanding. Mr. Kotler, as the managing member of Broadfin Capital,
may be deemed to beneficially own the 4,278,819 Shares owned by Broadfin Master, constituting approximately 7.3% of the Shares
outstanding.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(b)       By
virtue of their respective positions with Broadfin Master, each of Broadfin Capital and Mr. Kotler may be deemed to have shared
power to vote and dispose of the Shares reported owned by Broadfin Master.

(c)       Schedule
B annexed hereto lists all transaction in the Shares during the past sixty days by the Reporting Persons.

(d)       No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.

(e)       Not
applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On April 9, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.