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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)*
HAPC, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
411357106
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(CUSIP Number)
DAVID GERBER
GREAT POINT PARTNERS, LLC
165 MASON STREET, 3RD FLOOR
GREENWICH, CT 06830.
(203) 971-3300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 15, 2007
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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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CUSIP No. 411357106
-------------------------
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Great Point Partners, LLC
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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Number of Shares 7 Sole Voting Power -0-
8 Shared Voting Power 3,000,000
Beneficially Owned by 9 Sole Dispositive Power -0-
10 Shared Dispositive Power 3,000,000
Each Reporting Person With
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,000,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) 16.1%
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14 Type of Reporting Person (See Instructions)
OO
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2
-------------------------
CUSIP No. 411357106
-------------------------
================================================================================
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dr. Jeffrey R. Jay, M.D.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds (See Instructions) AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization United States
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Number of Shares 7 Sole Voting Power -0-
8 Shared Voting Power 3,000,000
Beneficially Owned by 9 Sole Dispositive Power -0-
10 Shared Dispositive Power 3,000,000
Each Reporting Person With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,000,000
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 16.1%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
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3
-------------------------
CUSIP No. 411357106
-------------------------
================================================================================
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. David Kroin
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization United States
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Number of Shares 7 Sole Voting Power -0-
8 Shared Voting Power 3,000,000
Beneficially Owned by 9 Sole Dispositive Power -0-
10 Shared Dispositive Power 3,000,000
Each Reporting Person With
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person 3,000,000
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 16.1%
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14 Type of Reporting Person (See Instructions)
IN
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4
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CUSIP No. 411357106
-------------------------
================================================================================
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Biomedical Value Fund, L.P.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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Number of Shares 7 Sole Voting Power -0-
8 Shared Voting Power 1,620,000
Beneficially Owned by 9 Sole Dispositive Power -0-
10 Shared Dispositive Power 1,620,000
Each Reporting Person With
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,620,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) 8.698%
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14 Type of Reporting Person (See Instructions)
PN
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================================================================================
5
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CUSIP No. 411357106
-------------------------
================================================================================
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Biomedical Offshore Value Fund, Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions) PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Cayman Islands
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Number of Shares 7 Sole Voting Power -0-
8 Shared Voting Power 1,380,000
Beneficially Owned by 9 Sole Dispositive Power -0-
10 Shared Dispositive Power 1,380,000
Each Reporting Person With
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,380,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) 7.401%
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14 Type of Reporting Person (See Instructions)
OO
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6
ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this statement relates
is Common Stock, par value $.0001 per share.
The name and address of the principal executive offices of the issuer is
HAPC, Inc.
350 Madison Avenue
New York, New York 10017
ITEM 2. IDENTITY AND BACKGROUND
The identify and background of the persons filing this statement is as
follows:
Biomedical Value Fund, L.P. ("BMVF") is a Delaware limited partnership
with its principal offices at 165 Mason Street, 3rd Floor, Greenwich, CT 06830.
Biomedical Offshore Value Fund, Ltd. ("BOVF") is an exempted company
incorporated under the provisions of the Companies Law of the Cayman Islands
with its principal office at P.O. Box 1748 GT, Cayman Corporate Centre, 27
Hospital Road, Georgetown, Grand Cayman, Cayman Islands CJ08.
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
BMVF used its own funds to purchase 1,620,000 shares of Common Stock of
the issuer.
BOVF used its own funds to purchase 1,380,000 shares of Common Stock of
the issuer.
See Item 5 below for information with respect to Great Point, Dr. Jay
and Mr. Kroin.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the securities of the issuer was for
investment. See Item 6 below for additional information.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
BMVF owns in the aggregate 1,620,000 shares of Common Stock of the
issuer. Such shares in the aggregate constitute 8.698% of the shares of Common
Stock outstanding, computed in accordance with Rule 13d-3. BMVF shares voting
and dispositive power over the shares of Common Stock that it beneficially owns.
BOVF owns in the aggregate 1,380,000 shares of Common Stock of the
issuer. Such shares in the aggregate constitute 7.401% of the shares of Common
Stock outstanding, computed in accordance with Rule 13d-3. BOVF shares voting
and dispositive power over the shares of Common Stock that it beneficially owns.
Great Point is the investment manager of each of BMVF and BOVF and by
virtue of such status may be deemed to be the beneficial owner of the shares of
Common Stock held by BMVF and BOVF. 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 shares of Common Stock
held by BMVF and BOVF and may be deemed to be the beneficial owner of such
shares. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the
shares of Common Stock held by BMVF and BOVF, except 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
On October 15, 2007, BMVF was assigned options to purchase 810,000
shares of Common Stock by Great Point. Great Point acquired such options
pursuant to an Option Agreement, dated as of October 12, 2007 (the "Founders
Option Agreement"), by and among Great Point, Sean McDevitt, Pat Lavecchia, John
Voris, Wayne Yetter and Jean Pierre Millon. Such options are exercisable by BMVF
upon the satisfaction of certain conditions, including (1) the approval, by the
requisite vote of the holders of the issuer's Common Stock, of the acquisition
by the issuer of InfuSystems, Inc. and (2) the consummation of such acquisition.
On October 15, 2007, BMVF also was assigned options to acquire warrants to
purchase 899,999.64 shares of Common Stock of the issuer pursuant by Great
Point. Great Point acquired such options to acquire such warrants pursuant to an
Option Agreement, dated as of 12, 2007 (the "FTN Option Agreement"), by and
between Great Point
and FTN Midwest Securities Corp. Such options to acquire such warrants are
exercisable by BMVF upon the satisfaction of certain conditions, including (1)
the approval, by the requisite vote of the holders of the issuer's Common Stock,
of the acquisition by the issuer of InfuSystems, Inc., (2) the consummation of
such acquisition and (3) the trading price for per of Common Stock of the issuer
equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days.
On October 15, 2007 BOVF was assigned options to purchase 690,000 shares
of Common Stock of the issuer by Great Point. Great Point acquired such options
pursuant to the Founders Option Agreement. Such options are exercisable by BOVF
upon the satisfaction of certain conditions, including (1) the approval, by the
requisite vote of the holders of the issuer's Common Stock, of the acquisition
by the issuer of InfuSystems, Inc. and (2) the consummation of such acquisition.
On October 15, 2007, BOVF also was assigned options to acquire warrants to
purchase 766,666.36 shares of Common Stock of the issuer by Great Point. Great
Point acquired such options to acquire warrants pursuant to the FTN Option
Agreement. Such options to acquire such warrants are exercisable by BMVF upon
the satisfaction of certain conditions, including (1) the approval, by the
requisite vote of the holders of the Issuer's Common Stock, of the acquisition
by the issuer of InfuSystems, Inc., (2) the consummation of such acquisition and
(3) the trading price for per of Common Stock of the issuer equaling or
exceeding $8.00 for any 20 out of 30 consecutive trading days.
The options described above which Great Point acquired pursuant to the
Founders Option Agreement and the FTN Option Agreement were acquired, pursuant
to such agreements, in consideration of Great Point's agreement to purchase
3,000,000 shares of the issuer's Common Stock at a purchase price of no more
than $5.97 per share.
Pursuant to a Board Representation Agreement, dated as of October 12,
2007 (the "Board Representation Agreement"), by and between the issuer and Great
Point, the issuer has agreed to take any necessary action to increase the size
of its Board of Directors by one and to use its best efforts to cause the
vacancy thereby created to be filled with a director designated by a
representative chosen by Great Point. Under the Board Representation Agreement,
for so long as Great Point beneficially owns an aggregate of at least 10% of the
issued and outstanding Common Stock or other voting securities of the issuer,
the issuer is required to (1) use its best efforts to cause its nominating
committee to recommend for election each year one director as designated by a
representative chosen by Great Point and (2) cause such person to be elected to
the Board of Directors of each subsidiary of the issuer. Great Point's
representative has no obligation to designate any such person. If at any time
there is no designee chosen by Great Point's representative serving on the Board
of Directors of the issuer, Great Point's representative has the right to
participate as an observer in meetings of the Board of Directors or any
committee thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits and are incorporated
herein.
EXHIBIT DESCRIPTION
10.1 Option Agreement, dated as of October 12, 2007, by and among Great
Point Partners, LLC, Sean McDevitt, Pat Lavecchia, John Voris, Wayne
Yetter and Jean Pierre Millon.
10.2 Option Agreement, dated as of October 12, 2007, by and between Great
Point Partners, LLC and FTN Midwest Securities Corp.
10.3 Option Assignment, dated as of October 15, 2007, by and among Great
Point Partners, LLC, Biomedical Value Fund, L.P.and Biomedical Offshore
Value Fund, Ltd.
10.4 Board Representation Agreement, dated as of October 12, 2007, by and
between HAPC, Inc. and the other persons named on the signature pages
thereto.
10.5 Form of Warrant Agreement between Mellon Investor Services LLC and
Healthcare Acquisition Partners Corp., incorporated herein by reference
to Exhibit 4.4 to Amendment No. 1 to HAPC, Inc.'s Registration
Statement on Form S-1 (File No. 333-129035) filed on December 8, 2005.
10.6 Form of Purchase Option granted to FTN Midwest Securities Corp.,
incorporated herein by reference to Exhibit 4.5 to Amendment No. 3 to
HAPC, Inc.'s Registration Statement on Form S-1 (File No. 333-129035)
filed on March 3, 2006.
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: October 25, 2007
Biomedical Value Fund, L.P.
By: Great Point GP, LLC, its
general partner
By: /s/ DR. JEFFREY R. JAY
-------------------------------------
Name: Dr. Jeffrey R. Jay
Title: Senior Managing Member
Biomedical Offshore Value Fund, Ltd.
By: Great Point GP, LLC, its invest
manager
By: /s/ DR. JEFFREY R. JAY
-------------------------------------
Name: Dr. Jeffrey R. Jay
Title: Senior Managing Member
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
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: October 25, 2007
Biomedical Value Fund, L.P.
By: Great Point GP, LLC, its
general partner
By: /S/ DR. JEFFREY R. JAY
-----------------------------------------
Name: Dr. Jeffrey R. Jay
Title: Senior Managing Member
Biomedical Offshore Value Fund, Ltd.
By: Great Point GP, LLC, its investment
manager
By: /S/ DR. JEFFREY R. JAY
-----------------------------------------
Name: Dr. Jeffrey R. Jay
Title: Senior Managing Member
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