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CUSIP
No. 66986X106
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13D/A
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Page
2 of 4 Pages
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1
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NAMES
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay
A. Rosenwald, M.D.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
(see Item 3 below)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
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7
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SOLE
VOTING POWER
3,195,287
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REPORTING
PERSON
WITH
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
3,195,287
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,287
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
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TYPE
OF REPORTING PERSON*
IN
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(a)
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As of December 12,
2008, the Reporting Person may be deemed to beneficially own
3,195,287 Shares comprised of (i) 2,137,660 Shares and (ii)
1,057,627 Shares issuable upon exercise of the common stock purchase
warrants owned directly by the Reporting Person. Such Shares constitute
approximately 5.2% of the Issuer’s outstanding shares of Common
Stock.
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(c)
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On
December 12, 2008, warrants to purchase 6,278,637 Shares at an exercise
price of $0.46321 per Share that were owned by the Reporting Person
expired according to their terms without exercise by the Reporting
Person.
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(a)
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Paramount
has acted as placement agent for the Issuer in private placements of the
Issuer's securities in April 2003, May 2003, November 2003, December 2003,
May 2005 and April 2006. In connection with such activities, Paramount's
designees (including the Reporting Person himself) have received cash fees
and warrants (described in (d) below) to purchase securities of the
Issuer. Although no agreement has been executed, it is possible that
Paramount will be engaged by the Issuer to raise private capital in the
future. The Reporting Person is chairman, Chief Executive Officer and sole
stockholder of Paramount.
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(b)
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As
a result of its contractual rights resulting from the Reporting Person's
purchase of securities of the issuer in December 2001, the Reporting
Person exercised his right to appoint a director of the Company (Jay
Lobell) and have an observer at meetings of the Board of
Directors.
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(c)
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As
referenced in Item 5(a)(ii) above, the Reporting Person owns 1,057,627
warrants to purchase Shares received by the Reporting Person as placement
commissions a result of the Reporting Person's ownership interest in
Paramount (the "Placement Warrants"). The Placement Warrants include (1) a
unit purchase option to purchase (i) 568,135 Shares at $1.16 per share
(subject to adjustment) on or before January 30, 2009 and (ii) warrants to
purchase 170,440 Shares at $1.37 per share (subject to adjustment) on or
before January 30, 2009; (2) warrants to purchase 162,664 Shares at $1.30
per share (subject to adjustment) on or before November 26, 2010; and (3)
warrants to purchase 156,388 Shares at $1.60 per share (subject to
adjustment) on or before October 19, 2011. The Placement Warrants contain
anti-dilution provisions providing for the adjustment of the per share
exercise price upon the occurrence of stock dividends, subdivisions,
combinations and reclassifications and certain of the Placement Warrants
will adjust upon the issuance of Shares or securities convertible into
Shares with a sale or exercise price (as applicable) that is lower than
the current market price or exercise price under the
warrants.
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Dated: February
3, 2009
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By /s/ Lindsay A. Rosenwald, M.D. | |
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New
York, NY
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Lindsay A. Rosenwald, M.D. | ||