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PROSPECTUS
SUPPLEMENT NO. 2
(to
Prospectus Dated June 25, 2004)
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Filed
Pursuant to Rule 424(b)(3)
File
No. 333-116110
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3,483,996
Shares
Common
Stock
___________________
This
Prospectus Supplement No. 2 supplements the prospectus dated June 25, 2004
and
Prospectus Supplement No. 1 dated October 26, 2004, relating to the 3,483,996
shares of common stock of BioSante Pharmaceuticals, Inc. that may be offered
for
sale for the account of several stockholders of BioSante, their respective
donees or pledgees, as stated under the heading “Plan of Distribution” in the
original prospectus.
This
Prospectus Supplement No. 2 is being filed to update the original table of
Selling Stockholders in the original prospectus, as supplemented, with respect
to a change in beneficial ownership that has occurred since the date of the
original prospectus, as supplemented. This Prospectus Supplement No. 2 is not
complete without, and may not be delivered or utilized except in connection
with, the original prospectus, as supplemented. This Prospectus Supplement
No. 2
is qualified by reference to the original prospectus, as supplemented, except
to
the extent that the information contained in this Prospectus Supplement No.
2
supersedes the information contained in the original prospectus, as
supplemented.
The
common stock offered involves a high degree of risk. We refer you to “Risk
Factors,” beginning on page 8 of the original prospectus.
___________________
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this Prospectus
Supplement No. 2 is truthful or complete. Any representation to the contrary
is
a criminal offense.
___________________
The
date
of this Prospectus Supplement No. 2 is April 27, 2007
SELLING
STOCKHOLDERS
The
table
of selling stockholders in the original prospectus lists ProMed Partners, L.P.,
ProMed Partners II, L.P., ProMed Offshore Fund, Ltd. and Paul Scharfer as
beneficially owning shares issuable upon exercise of warrants of which could
be
offered for sale by these stockholders pursuant to the original prospectus,
as
supplemented. In April 2007, each of ProMed Partners, L.P., ProMed Partners
II,
L.P., ProMed Offshore Fund, Ltd. and Paul Scharfer, respectively, transferred
warrants to purchase 12,030, 2,895, 1,950 and 5,625, respectively, of BioSante
common stock to Crestview Capital Master, LLC. The table of selling stockholders
as it relates to the shares of BioSante common stock listed as held by ProMed
Partners, L.P., ProMed Partners II, L.P., ProMed Offshore Fund, Ltd. and Paul
Scharfer in the original prospectus, as supplemented, is hereby updated through
April 27, 2007 and amended to reflect the foregoing as follows:
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Shares
Beneficially
Owned
Prior to the Offering
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Shares
Beneficially
Owned
After
Completion
of
the
Offering
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||||||||||||||||||
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Selling
Stockholder
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Shares
Subject to Options, Warrants, and Class C Special
Stock
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Total
Shares Beneficially Owned
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Percentage
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Number
of
Shares
Being
Offered
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Number
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Percentage
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|||||||||||||
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ProMed
Partners, L.P. (1)
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0
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0
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--
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0
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0
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--
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|||||||||||||
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ProMed
Partners II, L.P. (1)
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0
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0
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--
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0
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0
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--
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|||||||||||||
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ProMed
Offshore Fund, Ltd. (1)
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0
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0
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--
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0
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0
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--
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|||||||||||||
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Paul
Scharfer (2)
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0
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37,500
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*
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37,500
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0
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--
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Crestview
Capital Master, LLC (3)
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197,500
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197,500
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*
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22,500
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175,000
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*
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__________________________________
* Less
than
one percent (1%)
(1) David
Musket and Barry Kurokawa, as the two investment managers of ProMed Offshore
Fund, Ltd., ProMed Partners II, L.P. and ProMed Partners, L.P. have investment
and voting power over the shares of BioSante common stock held by ProMed
Offshore Fund, Ltd. ProMed Partners II, L.P. and ProMed Partners, L.P. David
Musket is an affiliate of Musket Research Associates, Inc., a registered
broker-dealer. Each of ProMed Offshore Fund, Ltd., ProMed Partners II, L.P
and
ProMed Partners, L.P. has represented to us that it purchased the shares being
offered under this prospectus in the ordinary course of business, and at the
time of purchase, had no agreements or understandings to distribute the
shares.
(2) Paul
Scharfer is a registered representative of Musket Research Associates, Inc.,
a
registered broker-dealer. Paul Scharfer has represented to us that he purchased
the shares being offered under this prospectus in the ordinary course of
business, and at the time of purchase, had no agreement or understanding to
distribute the shares.
(3) Crestview
Capital Partners, LLC is the sole manager for Crestview Capital Master, LLC.
The
power to vote or dispose of the shares beneficially owned by Crestview Capital
Master, LLC is shared by Stewart Flink, Robert Hoyt and Daniel Warsh, each
of
whom disclaim beneficial ownership of the shares beneficially owned by Crestview
Capital Master, LLC. Stewart Flink, a manager of Crestview Capital Partners,
LLC, is the controlling shareholder of Dillon Capital Inc., a registered
broker-dealer. Crestview Capital Master, LLC has represented to us that it
purchased the shares being offered under this prospectus in the ordinary course
of business, and at the time of purchase, had no agreements or understandings
to
distribute the shares.