SC 13G/A 1 v300819_sc13ga.txt SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 4)* ACCENTIA BIOPHARMACEUTICALS, INC. ----------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 00430L10 --------- (CUSIP Number) December 31, 2011 -------------- (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) 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). CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 0 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock* --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00%* --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| ---------- --------------------------------------------------------------------- 3 SEC USE ONLY ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO ---------- --------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |__| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Christopher D. Johnson ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| ---------- --------------------------------------------------------------------- 3 SEC USE ONLY ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |__| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Russell Smith ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| ---------- --------------------------------------------------------------------- 3 SEC USE ONLY ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| ---------- --------------------------------------------------------------------- 3 SEC USE ONLY ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| --------- ---------------------------------------------------------------------- 3 SEC USE ONLY --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------------- ---------- ------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 2,598,133 shares of Common Stock * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,598,133 shares of Common Stock * --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.45% * --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN --------- ---------------------------------------------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 Item 1(a). Name of Issuer: Accentia Biopharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 324 SOUTH HYDE PARK AVE SUITE 350 TAMPA, FL 33606 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)* This Schedule 13G, as amended, is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Valens Offshore SPV I, Ltd., a Cayman Islands company, Laurus Capital Management, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Capital Management, LLC, a Delaware limited liability company, Christopher D. Johnson, Russell Smith, Eugene Grin and David Grin. Laurus Master Fund, Ltd. (In Liquidation) is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The Joint Official Liquidators have discretion over the management of Laurus Master Fund, Ltd. (In Liquidation) and the disposition of its assets, including the securities owned by Laurus Master Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as amended. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to Laurus Master Fund, Ltd. (In Liquidation) and its two feeder funds concerning their respective assets, including the securities owned by Laurus Master Fund, Ltd. (In Liquidation) reported in this Schedule 13G, as amended, subject to the oversight and preapproval rights of the Joint Official Liquidators and Laurus Capital Management, LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the Joint Official Liquidators at their discretion. Laurus Capital Management, LLC manages PSource Structured Debt Limited, subject to certain preapproval rights of the board of directors of PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by Laurus Master Fund, Ltd. (In Liquidation) (subject to the oversight and preapproval rights of the Joint Official Liquidators), PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., and Valens U.S. SPV I, LLC reported in this Schedule 13G, as amended. The Joint Official Liquidators share voting and investment power over the securities owned by Laurus Master Fund, Ltd. (In Liquidation). Information related to each of Laurus Capital Management, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Chris Johnson, Russell Smith, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 875 Third Avenue, 3rd Floor, New York, NY 10022 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 00430L10 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 2,598,133 shares of Common Stock * (b) Percent of Class: 3.45% * (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock * (ii) shared power to vote or to direct the vote: 2,598,133 shares of Common Stock * (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock * (iv) shared power to dispose or to direct the disposition of: 2,598,133 shares of Common Stock * Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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 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 a participant in any transaction having that purpose or effect. ----------------------------------- *Based on 75,238,376 shares of the common stock, par value $0.001 per share (the "Shares") issued and outstanding of Accentia Biopharmaceuticals, Inc., a Florida corporation (the "Company") as of December 15, 2011, as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011. As of December 31, 2011, Laurus Master Fund. Ltd. (In Liquidation) (the "Fund"), Valens Offshore SPV I, Ltd. ("VOFF SPV I"), Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with the Fund, VOFF SPV I, and Valens US, the "Investors") collectively held 2,598,133 Shares. The Fund is in official liquidation under the supervision of the Grand Court of the Cayman Islands. The court appointed Joint Official Liquidators ("JOLs") are Russell Smith of BDO CRI (Cayman) Ltd. and Christopher D. Johnson of Chris Johnson Associates, Ltd., both Cayman Islands registered companies. The JOLs have discretion over the management of the Fund and the disposition of its assets, including the securities owned by the Fund reported in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM") acting through its controlling principals, Eugene Grin and David Grin, provides day to day investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to certain oversight and preapproval rights of the JOLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time; all of the foregoing subject to specific directions otherwise given by the JOLs at their discretion. PSource Structured Debt Limited ("PSource") is managed by LCM, subject to certain preapproval rights of the board of directors of Psource. VOFF SPV I, Valens US and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of LCM and VCM and share voting and investment power over the securities owned by the Fund (subject to the oversight and preapproval rights of the JOLs), PSource, VOFF SPV I, Valens US, and VOFF SPV II reported in this Schedule 13G, as amended. The JOLs share voting and investment power over the securities owned by the Fund. CUSIP No. 00430L10 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. January 31, 2012 ---------------- Date Laurus Master Fund, Ltd. (In Liquidation) /s/ Russell Smith ----------------------------------------- Russell Smith Joint Official Liquidator (for the account of Laurus Master Fund, Ltd. and with no personal liability) January 31, 2012 CUSIP No. 00430L10 APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business 875 Third Avenue, 3rd Floor Address: New York, New York 10022 Place of Organization: Delaware B. Name: PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey Business c/o Laurus Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Guernsey C. Name: Valens Offshore SPV I, Ltd., a Cayman Islands company Business c/o Valens Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Cayman Islands D. Name: Valens Offshore SPV II, Corp., a Delaware corporation Business c/o Valens Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Delaware E. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business c/o Valens Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Place of Organization: Delaware F. Name: Valens Capital Management, LLC, a Delaware limited liability company Business 875 Third Avenue, 3rd Floor Address New York, New York 10022 Place of Organization: Delaware G. Name: David Grin Business c/o Laurus Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Principal Principal of Valens Capital Management, LLC Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States and Israel H. Name: Eugene Grin Business c/o Laurus Capital Management, LLC Address: 875 Third Avenue, 3rd Floor New York, New York 10022 Principal Principal of Valens Capital Management, LLC Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States I. Name: Christopher D. Johnson Business Elizabethan Square, 80 Shedden Road, George Town, Address: Grand Cayman, Cayman Islands KY1-1104 Principal Managing Director, Chris Johnson Associates Ltd. Occupation: Citizenship: United Kingdom and Cayman Islands J. Name: Russell Smith Business Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman, Address: Cayman Islands KY1-1205 Principal Director, BDO CRI (Cayman) Ltd. Occupation: Citizenship: United Kingdom CUSIP No. 00430L10 Each of Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC, Valens Capital Management, LLC, Christopher D. Johnson, Russell Smith, David Grin and Eugene Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited Laurus Capital Management, LLC, By Laurus Capital Management, LLC, individually and as investment manager /s/ Eugene Grin ----------------------------------------- Eugene Grin Authorized Signatory January 31, 2012 Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. Valens Offshore SPV II, Corp. Valens Capital Management, LLC By Valens Capital Management, LLC individually and as investment manager /s/ Eugene Grin ----------------------------------------- Eugene Grin Authorized Signatory January 31, 2012 /s/ Christopher D. Johnson ----------------------------------------- Christopher D. Johnson, on his individual behalf January 31, 2012 /s/ Russell Smith ----------------------------------------- Russell Smith, on his individual behalf January 31, 2012 /s/ David Grin ----------------------------------------- David Grin, individually on his own behalf January 31, 2012 /s/ Eugene Grin ----------------------------------------- Eugene Grin, individually on his own behalf January 31, 2012