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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

BIODELIVERY SCIENCES INTERNATIONAL, INC.

(Name
of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

09060J106

(CUSIP Number)

Broadfin
Capital, LLC

300 Park Avenue, 25^th Floor

New York, New York 10022

(212) 808-2460

STEVE
WOLOSKY, ESQ.

ANDREW
FREEDMAN, ESQ. 

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 5, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
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 disclosures provided
in a prior cover page.

The information required
on 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).

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

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.

(a)       This
statement is filed by:

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.

The Shares owned by
Broadfin Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except for 1,631,079 Shares, which were acquired pursuant to a securities
offering dated November 27, 2012. The aggregate purchase price of the 4,278,819 Shares owned by Broadfin Master is approximately
$16,571,654, including brokerage commissions.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.

Following recent discussions
between the Reporting Persons and the Issuer in late March 2018, the Issuer indicated to the Reporting Persons that the Nominating
and Corporate Governance Committee (the “Nominating Committee”) of the Issuer’s board of directors (the “Board”)
would be considering the addition of a stockholder representative to the Board. On April 5, 2018, the Reporting Persons were informed
that the Nominating Committee had decided not to proceed with the appointment of a stockholder representative. The Reporting Persons
believe that the Board would benefit from the addition of new directors, and the Reporting Persons intend to engage in discussions
with the Issuer regarding board structure and composition. The Reporting Persons understand from their advisors that the Issuer
has provided notification to Broadridge of a June 21^st date for the Issuer’s 2018 annual meeting of stockholders
(the “2018 Annual Meeting”). Pursuant to the Issuer’s Second Amended and Restated Bylaws (the “Bylaws”),
the deadline for stockholder nominations of candidates for election as directors of the Issuer at an annual meeting of stockholders
is 60 days prior to the date of such meeting, or April 22^nd for the 2018 Annual Meeting. The Reporting Persons hope
to engage in constructive dialogue with the Issuer regarding stockholder representation on the Board. In the event that the Reporting
Persons and the Issuer cannot reach a mutually agreeable resolution, the Reporting Persons reserve their rights to nominate candidates
for election as directors of the Issuer at the 2018 Annual Meeting . The Reporting Persons would
view any attempt by the Issuer to advance the date of the 2018 Annual Meeting, and the corresponding nomination deadline, as a
clear attempt to block stockholder nominations at the 2018 Annual Meeting and a manipulation of the Issuer’s corporate machinery
to disenfranchise its stockholders.

The Reporting Persons
look forward to engaging in discussions with the Issuer regarding board structure and composition, the Issuer’s financial
position, any capital-raising activities that the Issuer may contemplate or undertake, and, generally, means to enhance stockholder
value.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any
of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions
involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational
performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with
respect to any and all matters referred to in Item 4.

(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.

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.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

SCHEDULE A

Directors and Officers of Broadfin
Healthcare Master Fund, Ltd.

^*Mr. Kotler is a Reporting Person and, as such, the information
with respect to Mr. Kotler called for by Item 2 of Schedule 13D is set forth therein.

SCHEDULE B

Transactions in Securities of the Issuer
During the Past Sixty Days