13D Filing: Great Point Partners and Bovie Medical Corp (BVX)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Great Point Partners 0 2,719,266 0 2,719,266 2,719,266 9.985%
Dr. Jeffrey R. Jay, M.D 0 2,719,266 0 2,719,266 2,719,266 9.985%
Mr. David Kroin 0 2,719,266 0 2,719,266 2,719,266 9.985%

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Page 1 of 9 SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. _____________)*

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OMB Number: 3235-0145

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Estimated average burden
hours per response……14.5


Bovie Medical Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10211F100

(CUSIP Number)

Ron Panzier

Great Point Partners, LLC

165 Mason Street, 3rd Floor

Greenwich, CT 06830

(203) 971-3300

(Name, Address and Telephone Number of Person Authorized
to

Receive Notices and Communications)

February 24, 2016

(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.   x

Note: Schedule 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.

*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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Page 2 of 9 SEC Filing

     

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Great Point Partners, LLC

37-1475292

2 Check the Appropriate Box if a Member of a Group(See Instructions)
(a) o
(b) o
3 SEC Use Only
4 Source of Funds (See Instructions)  AF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6 Citizenship or Place of Organization  Delaware
Number of Shares

Beneficially Owned by

Each Reporting Person With

7 Sole Voting Power  -0-
8 Shared Voting Power  2,719,2661
9 Sole Dispositive Power  -0-
10 Shared Dispositive Power  2,719,2661
11 Aggregate Amount Beneficially Owned by Each Reporting Person  2,719,2661
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13 Percent of Class Represented by Amount in Row (11)  9.985%1,2
14

Type of Reporting Person (See Instructions)

IA

 
           

1
Consists of (i) 2,680,000 shares of Common Stock owned collectively by Biomedical Value Fund, LP (“BMVF”), Biomedical
Offshore Value Fund, Ltd. (“BOVF”), Biomedical Institutional Value Fund, LP (“BIVF”), Class D Series of
GEF-PS, LP (“GEF-PS”) and WS Investments II, LLC (“WS”), and (ii) 39,266 shares issuable upon conversion
of Series A 6% preferred stock collectively owned by each of BMVF, BOVF, BIVF, GEF-PS, and WS. Does not include: (i) Series A 6%
preferred stock convertible into 3,912,012 shares, collectively owned by each of BMVF, BOVF, BIVF, GEF-PS, and WS. The provisions
of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion,
the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute
a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately
after giving effect to such conversion or exercise (the “Ownership Cap”). Therefore, the reporting persons could be
deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership
by such reporting persons up to the Ownership Cap.

2
Based on a total of 27,194,251 shares outstanding, as reported by the Issuer on a Form 10-Q filed with the SEC on November 5,
2015.

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Page 3 of 9 SEC Filing

     

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Dr. Jeffrey R. Jay, M.D.

2 Check the Appropriate Box if a Member of a Group(See Instructions)
(a) o
(b) o
3 SEC Use Only
4 Source of Funds (See Instructions)  AF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6 Citizenship or Place of Organization United States
Number of Shares

Beneficially Owned by

Each Reporting Person With

7 Sole Voting Power  -0-
8 Shared Voting Power  2,719,2661
9 Sole Dispositive Power  -0-
10 Shared Dispositive Power  2,719,2661
11 Aggregate Amount Beneficially Owned by Each Reporting Person  2,719,2661
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13 Percent of Class Represented by Amount in Row (11)  9.985%1,2
14

Type of Reporting Person (See Instructions)

IN

 
           

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Page 4 of 9 SEC Filing

     

1

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Mr. David Kroin

2 Check the Appropriate Box if a Member of a Group(See Instructions)
(a) o
(b) o
3 SEC Use Only
4 Source of Funds (See Instructions)  AF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6 Citizenship or Place of Organization United States
Number of Shares

Beneficially Owned by

Each Reporting Person With

7 Sole Voting Power  -0-
8 Shared Voting Power  2,719,2661
9 Sole Dispositive Power  -0-
10 Shared Dispositive Power  2,719,2661
11 Aggregate Amount Beneficially Owned by Each Reporting Person  2,719,2661
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
13 Percent of Class Represented by Amount in Row (11)  9.985%1,2
14

Type of Reporting Person (See Instructions)

IN

 
           

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Page 5 of 9 SEC Filing

Item 1. Security and Issuer

The title and class of equity
securities to which this statement relates is Common Stock, par value $.001 per share.

The name and address of
the principal executive offices of the issuer is

Bovie Medical Corporation

4 Manhattanville Road,
Suite 106, Purchase NY 10577

Item 2. Identity and Background

The identify and background
of the persons filing this statement is as follows:

Great Point Partners LLC (“Great
Point”) is a Delaware limited liability company, with its principal offices at 165 Mason Street, 3rd Floor, Greenwich,
CT 06830.

Dr. Jeffrey R. Jay (“Dr.
Jay”) is an individual with a business address at 165 Mason Street, 3rd Floor, Greenwich, CT 06830. Dr. Jay is
a citizen of the United States and senior managing member of Great Point.

Mr. David Kroin (“Mr.
Kroin”) is an individual with a business address at 165 Mason Street, 3rd Floor, Greenwich, CT 06830. Mr. Kroin
is a citizen of the United States and special managing member of Great Point.

None of the Reporting Persons
was during the last five years, convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons
was during the last five years, a 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.

Item 3. Source and Amount of Funds or Other Consideration

Biomedical Value Fund, L.P.
(“BMVF”) used its own funds to purchase 1,270,255 shares of Common Stock (“BMVF Shares”) and Series A 6%
preferred stock convertible into 1,866,735 shares of Common Stock (the “BMVF Preferred Shares”).

Biomedical Offshore Value Fund,
Ltd. (“BOVF”) used its own funds to purchase 710,610 shares of Common Stock (the “BOVF Shares”) and Series
A 6% preferred stock convertible into 1,044,295 shares of Common Stock (the “BOVF Preferred Shares”.

Biomedical Institutional Value
Fund, L.P. (“BIVF”) used its own funds to purchase 326,669 shares of Common Stock (the “BIVF Shares”) and
Series A 6% preferred stock convertible into 480,065 shares of Common Stock (the “BIVF Preferred Shares”).

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Page 6 of 9 SEC Filing

Class D Series of GEF-PS, LP
(“GEF-PS”) used its own funds to purchase 336,206 shares of Common Stock (the “GEF-PS Shares”) and Series
A 6% preferred stock convertible into 489,669 shares of Common Stock (the “GEF-PS Preferred Shares”).

WS Investments II, LLC (“WS”)
used its own funds to purchase 39,260 shares of Common Stock (“WS Shares”) and Series A 6% preferred stock convertible
into 70,514 shares of Common Stock (the “WS Preferred Shares”).

The provisions of the preferred
stock described above restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion,
the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute a
group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately
after giving effect to such exercise (the “Ownership Cap”). Therefore, the reporting persons could be deemed to beneficially
own such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting persons
up to the Ownership Cap.

See Item 5 below for information
with respect to Great Point, Dr. Jay and Mr. Kroin.

Item 4. Purpose of Transaction

The securities of
the Issuer were acquired for investment. Each of the Reporting Persons has, subsequent to the date of acquisition of the
securities, determined to seek to influence the board of directors of the Issuer to take more affirmative steps designed to
maximize shareholder value, including, if appropriate, seeking changes to the composition of the board of directors, and/or
encouraging the Issuer to evaluate strategic alternatives. None of the Reporting Persons has yet formulated any specific plan
to implement such new determination. See Item 6 below for additional information.

Item 5. Interest in Securities of the Issuer

BMVF beneficially owns in the
aggregate 1,270,255 BMVF Shares and 18,551 BMVF Preferred Shares. Such shares in the aggregate constitute 4.73% of the shares of
Common Stock outstanding, computed in accordance with Rule 13d-3. BMVF shares voting and dispositive power over the BMVF Shares
and BMVF Preferred Shares.

BOVF beneficially owns in the
aggregate 710,610 BOVF Shares and 10,378 BOVF Preferred Shares. Such shares in the aggregate constitute 2.65% of the shares of
Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF shares voting and dispositive power over the BOVF Shares
and BOVF Preferred Shares.

BIVF beneficially owns in the
aggregate 326,660 BIVF Shares and 4,771 BIVF Preferred Shares. Such shares in the aggregate constitute 1.22% of the shares of Common
Stock outstanding, computed in accordance with Rule 13d-3. BIVF shares voting and dispositive power of the BIVF Shares and BIVF
Preferred Shares.

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Page 7 of 9 SEC Filing

GEF-PS beneficially owns in
the aggregate 333,206 GEF-PS Shares and 4,866 GEF-PS Preferred Shares. Such shares in the aggregate constitute 1.24% of the shares
of Common Stock outstanding, computed in accordance with Rule 13d-3. GEF-PS shares voting and dispositive power of the GEF-PS Shares
and GEF-PS Preferred Shares.

WS beneficially owns in the
aggregate 39,260 WS Shares and 701 WS Preferred Shares. Such shares in the aggregate constitute 0.15% of the shares of Common Stock
outstanding, computed in accordance with Rule 13d-3. WS shares voting and dispositive power of the WS Shares and WS Preferred Shares.

The foreoing does not include:
(i) Series A 6% preferred stock convertible into 3,912,012 shares, collectively owned by each of BMVF, BOVF, BIVF, GEF-PS, and
WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect
to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder
would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding
immediately after giving effect to such conversion or exercise (the “Ownership Cap”). Therefore, the reporting persons
could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership
by such reporting persons up to the Ownership Cap.

Great Point is the investment
manager of each of BMVF, BIVF, BOVF, GEF-PS and WS and by virtue of such status may be deemed to be the beneficial owner of the
BMVF Shares, the BMVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares,
the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares. Each of Dr. Jay, as senior managing member
of Great Point, and Mr. Kroin, and special managing member of Great Point, has shared voting and investment power with respect
to the BMVF Shares, the BMVF Preferred shares, the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred
Shares, the GEF-PS Shares, the GEF-PS Preferred Shares, the WS Shares and WS Preferred Shares and may be deemed to be the beneficial
owner of such shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BMVF Shares, the BMVF Preferred shares,
the BOVF Shares, the BOVF Preferred Shares, the BIVF Shares, the BIVF Preferred Shares, the GEF-PS Shares, the GEF-PS Preferred
Shares, the WS Shares and WS Preferred Sharesexcept to the extent of any pecuniary interest, and this statement shall not be deemed
to be an admission that they are the beneficial owners of such securities.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer

Not applicable.

Item 7. Material to be Filed as Exhibits

The following documents are
filed as exhibits and are incorporated herein.

EXHIBIT A: Joint Filing Agreement, dated as of February 26,
2016.

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Page 8 of 9 SEC Filing

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.

Date: February 26, 2016

  Great
Point Partners, LLC
 
       
  By: /s/
Dr. Jeffrey R. Jay
 
    Name:  Dr.
Jeffrey R. Jay
 
    Title:  Senior
Managing Member
 
       
/s/ Dr. Jeffrey R. Jay
   
  Dr. Jeffrey R. Jay, individually  
       
/s/ Mr. David Kroin
     
  Mr. David Kroin, individually  

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Page 9 of 9 SEC Filing

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE
13D

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D
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 26, 2016

  Great Point Partners, LLC  
       
  By: /s/
Dr. Jeffrey R. Jay
 
    Name:  Dr.
Jeffrey R. Jay
 
    Title:  Senior
Managing Member
 
       
/s/
Dr. Jeffrey R. Jay
     
  Dr. Jeffrey R. Jay, individually  
       
/s/
Mr. David Kroin
     
  Mr. David Kroin, individually  

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