| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/11/2015 | 3. Issuer Name and Ticker or Trading Symbol MELA SCIENCES, INC. /NY [ MELA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,274,297 | D | |
| Common Stock | 1,274,297 | I | See Footnote(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Warrant | 02/05/2014 | 02/05/2019 | Common Stock, $0.001 par value per share | 432,432(2) | 7.4 | D | |
| Common Stock Warrant | 02/05/2014 | 02/05/2019 | Common Stock, $0.001 par value per share | 432,432(2) | 7.4 | I | See Footnote(1) |
| Common Stock Warrant | 07/24/2014 | 07/24/2019 | Common Stock, $0.001 par value per share | 1,267,849(2) | 2.45 | D | |
| Common Stock Warrant | 07/24/2014 | 07/24/2019 | Common Stock, $0.001 par value per share | 1,267,849(2) | 2.45 | I | See Footnote(1) |
| Common Stock Warrant | 07/24/2014 | 01/24/2016 | Common Stock, $0.001 par value per share | 1,559,454(2) | 2.45 | D | |
| Common Stock Warrant | 07/24/2014 | 01/24/2016 | Common Stock, $0.001 par value per share | 1,559,454(2) | 2.45 | I | See Footnote(1) |
| Common Stock Warrant | 06/22/2015 | 06/22/2020 | Common Stock, $0.001 par value per share | 1,500,000(2) | 0.75 | D | |
| Common Stock Warrant | 06/22/2015 | 06/22/2020 | Common Stock, $0.001 par value per share | 1,500,000(2) | 0.75 | I | See Footnote(1) |
| Senior Convertible Debenture | 07/24/2014 | 07/24/2019 | Common Stock, $0.001 par value per share | 377,177(2) | (3) | D | |
| Senior Convertible Debenture | 07/24/2014 | 07/24/2019 | Common Stock, $0.001 par value per share | 377,177(2) | (3) | I | See Footnote(1) |
| Senior Convertible Debenture | 06/22/2015 | 06/22/2020 | Common Stock, $0.001 par value per share | 20,000,000(2) | (4) | D | |
| Senior Convertible Debenture | 06/22/2015 | 06/22/2020 | Common Stock, $0.001 par value per share | 20,000,000(2) | (4) | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| 2. Broadfin Capital, LLC shall not have the right to exercise the Warrants to purchase shares of common stock, to the extent that, after giving effect to the conversion or exercise, Broadfin Capital, LLC (directly or indirectly) would beneficially own in excess of 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Warrants held by Broadfin Capital, LLC. |
| 3. These debentures (the "Debentures") are convertible into shares of common stock at a conversion price of $2.565 per common share of the Issuer. The Debentures bear interest at an annual rate of 4%, payable quarterly or upon conversion into shares of common stock of the Issuer. |
| 4. These Debentures are convertible into shares of common stock at a conversion price of $0.75 per share of the Issuer. The Debentures bear interest at the rate of 2.25% per year. Under the terms of the Debentures, the issuances of shares of the common stock upon conversion are subject to the approval by the Issuer's stockholders. |
| Broadfin Capital, LLC By: /s/ Kevin Kotler, Managing Member | 08/24/2015 | |
| Broadfin Healthcare Master Fund, Ltd. By: /s/ Kevin Kotler, Director | 08/24/2015 | |
| /s/ Kevin Kotler | 08/24/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
