SEC FORM 3 SEC Form 3
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*
Broadfin Capital, LLC

(Last) (First) (Middle)
300 PARK AVENUE
25TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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*
Broadfin Capital, LLC

(Last) (First) (Middle)
300 PARK AVENUE
25TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Broadfin Healthcare Master Fund Ltd

(Last) (First) (Middle)
20 GENESIS CLOSE
ANSBACHER HOUSE, SECOND FLOOR, 1344

(Street)
GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KOTLER KEVIN

(Last) (First) (Middle)
C/O BROADFIN CAPITAL, LLC
300 PARK AVENUE, 25TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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.
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