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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____________)*
RIGEL PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
7665596034
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(CUSIP Number)
DECEMBER 2, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* 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).
1
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CUSIP No. 7665596034 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,900,000
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,900,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.86%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 7665596034 13G Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,900,000
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,900,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.86%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 7665596034 13G Page 4 of 8 Pages
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ITEM 1.
(a) Name of Issuer
Rigel Pharmaceuticals, Inc.
(b) Address of Issuer's Principal Executive Offices
1180 Veterans Blvd.
South San Francisco, CA 94082
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
The Reporting Persons have entered into a Joint Filing Agreement,
dated December 12, 2005, a copy of which is filed with this
Schedule 13G as Exhibit A, pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-l(k)(l) under the Act.
(b) Address of Principal Business Office, or if none, Residence
The address of the principal business office of each of the
Reporting Persons is
2 Pickwick Plaza
Suite 450
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company organized
under the laws of the State of Delaware. Dr. Jeffrey M. Jay, M.D. is a
citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
766559034
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO s.s. 240.13d-l(b) OR
240.13d.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
(a) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o)
(b) [_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act
(15. U.S.C. 78c).
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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CUSIP No. 7665596034 13G Page 5 of 8 Pages
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(e) [_] An investment adviser in accordance with
s.s. 240.13d-l(b)(l)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
s.s. 240.13d-l(b)(l)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
s.s. 240.13d-l(b)(l)(ii)(G).
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [_] Group, in accordance with s.s. 240.13d-l(b)(l)(ii)(J).
ITEM 4. OWNERSHIP
Great Point Partners, LLC ("Great Point") is the investment manager of
Biomedical Value Fund, L.P. ("BVF"), and by virtue of such status may
be deemed to be the beneficial owner of the 950,000 shares of Common
Stock of the Issuer owned by BVF (the "BVF Shares"). Dr. Jeffrey R.
Jay, M.D. ("Dr. Jay"), as senior managing member of Great Point, has
voting and investment power with respect to the BVF Shares, and
therefore may be deemed to be the beneficial owner of the BVF Shares.
Great Point is the investment manager of Biomedical Offshore Value
Fund, Ltd. ("BOVF"), and by virtue of such status may be deemed to be
the beneficial owner of the 950,000 shares of Common Stock of the
Issuer owned by BOVF(the "BOVF Shares"). Dr. Jay, as senior managing
member of Great Point, has voting and investment power with respect to
the BOVF Shares, and therefore may be deemed to be the beneficial
owner of the BOVF Shares.
Great Point and Dr. Jay disclaim beneficial ownership of the BVF
Shares and the BOVF Shares, except to the extent of their respective
pecuniary interest.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 1,900,000
(b) Percent of class: 7.86%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: - 0 -
(ii) Shared power to vote or to direct the vote: 1,900,000
(iii) Sole power to dispose or to direct the disposition of:
- 0 -
(iv) Shared power to dispose or to direct the disposition of:
1,900,000
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 1,900,000
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CUSIP No. 7665596034 13G Page 6 of 8 Pages
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(b) Percent of class: 7.86%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,900,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,900,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
participant in any transaction having that purpose or effect.
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CUSIP No. 7665596034 13G Page 7 of 8 Pages
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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: December 12, 2005
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
--------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
------------------------------------
DR. JEFFREY R. JAY, M.D.
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which
this Exhibit is attached, and such Schedule 13G is filed on behalf of each of
them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G
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: December 12, 2005
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
----------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
--------------------------------
DR. JEFFREY R. JAY, M.D.