UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)
BIOSANTE
PHARMACEUTICALS, INC.
(Name of
Issuer)
______________________
Common
Stock, $0.0001 Par Value
(Title of
Class of Securities)
09065
V 20 3
(CUSIP
Number)
______________________
December
31, 2007
(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)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
* 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).
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CUSIP NO.
09065 V 20
3
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SCHEDULE
13G/A
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1
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Names
of Reporting Persons
I.R.S.
Identification No. of above persons (entities only)
Ross
J. Mangano
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2
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Check
the Appropriate Box if a Member of a
Group (a)
¨
(See
Instructions) (b)
¨
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
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5
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Sole
Voting Power
2,196,249 (see Item
4)
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Beneficially
Owned
by
Each
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6
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Shared
Voting Power
0
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Reporting
Person
With
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7
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Sole
Dispositive Power
2,196,249 (see Item
4)
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8
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Shared
Dispositive Power
0 (see Item 4)
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,196,249
(see Item 4)
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares ¨
(See
Instructions)
Not
Applicable
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11
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Percent
of Class Represented by Amount in Row (9)
8.14%
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12
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Type
of Reporting Person (See Instructions)
IN
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Page 2 of
7
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CUSIP NO.
09065 V 20
3
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SCHEDULE
13G/A
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1
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Names
of Reporting Persons
I.R.S.
Identification No. of above persons (entities only)
JO
& Co.
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2
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Check
the Appropriate Box if a Member of a
Group (a)
¨
(See
Instructions) (b)
¨
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
Indiana
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Number
of
Shares
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5
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Sole
Voting Power
1,834,661 (see Item
4)
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Beneficially
Owned
by
Each
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6
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Shared
Voting Power
0
|
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Reporting
Person
With
|
7
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Sole
Dispositive Power
1,834,661 (see Item
4)
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8
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Shared
Dispositive Power
0 (see Item 4)
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|
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,834,661
(see Item 4)
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares ¨
(See
Instructions)
Not
Applicable
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11
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Percent
of Class Represented by Amount in Row (9)
6.81%
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12
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Type
of Reporting Person (See Instructions)
CO
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Page 3 of
7
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Item
1(a).
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Name of
Issuer:
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The name
of the issuer is BioSante Pharmaceuticals, Inc.
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Item
1(b).
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Address of Issuer’s
Principal Executive Offices:
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The
address of the principal executive offices of BioSante is 111 Barclay Boulevard,
Lincolnshire, Illinois 60069.
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Item
2(a).
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Name of Person
Filing:
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This
Amendment No. 7 to Schedule 13G is being filed by and on behalf of Ross J.
Mangano and JO & Co.
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Item
2(b).
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Address or Principal
Business Office or, if none,
Residence:
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The
address of Mr. Mangano’s and JO & Co.’s principal place of business is 112
West Jefferson Boulevard, Suite 613, South Bend, Indiana 46634.
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Item
2(c).
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Citizenship:
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Mr.
Mangano is a United States citizen and JO & Co. is an Indiana
corporation.
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Item
2(d).
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Title of Class of
Securities:
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The class
of equity securities to which this Statement relates is the common stock,
$0.0001 par value per share, of BioSante Pharmaceuticals, Inc.
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Item
2(e).
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CUSIP
Number:
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The CUSIP
number of the common stock is 09065 V 20 3.
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Item
3.
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If this Statement is
filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
filing person is a:
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(a)
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¨
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Broker
or dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the
“Act”).
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(b) ¨
Bank, as defined in Section 3(a)(6) of the Act.
(c) ¨
Insurance company, as defined in Section 3(a)(19) of the Act.
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company Act of
1940.
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(e)
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¨
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An
investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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Page 4 of
7
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(g)
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¨
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A
parent holding company or control person, in accordance with Rule
13d-1(b)(ii)(G).
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(h)
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¨
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A
savings association, as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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¨
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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.
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(j)
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¨
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership:
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(a)
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Amount
beneficially owned:
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Mr.
Mangano’s beneficial ownership includes: (1) 70,756 shares of
common stock; (2) 45,833 shares of common stock issuable upon exercise of stock
options exercisable within 60 days; (3) 1,688,149 shares of common stock and
146,512 shares of common stock issuable upon exercise of a warrant held by JO
& Co., of which Mr. Mangano is President, (4) 30,000 shares of common stock
held by Oliver & Co., of which Mr. Mangano is the trustee and (6) an
aggregate of 214,999 shares of common stock held in various accounts, of which
Mr. Mangano is an advisor and/or a trustee.
JO &
Co.’s beneficial ownership consists of 1,688,149 shares of common stock and
146,512 shares of common stock issuable upon exercise of a warrant.
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(b)
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Percent
of class: 8.14% for Mr. Mangano and 6.81% for JO &
Co. The foregoing percentages are calculated based on the
26,790,607 shares of common stock reported to be outstanding by BioSante
on its most recently filed quarterly report on Form 10-Q for the quarter
ended September 30, 2007.
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(c) Number of
shares as to which Mr. Mangano has:
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(i)
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Sole
power to vote or to direct the vote
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2,196,249 | |||
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(ii)
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Shared
power to vote or to direct the vote
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0 | |||
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(iii)
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Sole
power to dispose or to direct the disposition of
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2,196,249 | |||
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(iv)
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Shared
power to dispose or to direct the disposition of
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0 | |||
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Number
of shares as to which JO & Co. has:
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(i)
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Sole
power to vote or to direct the vote
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1,834,661 | |||
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(ii)
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Shared
power to vote or to direct the vote
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0 | |||
Page 5 of
7
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(iii)
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Sole
power to dispose or to direct the disposition of
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1,834,661 | |||
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(iv)
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Shared
power to dispose or to direct the disposition of
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0 |
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Item
5.
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Ownership of Five
Percent or Less of a Class:
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following: ¨
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Item
6.
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Ownership of More Than
Five Percent on Behalf of Another
Person:
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Not
Applicable.
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Item
7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person:
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Not
Applicable.
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Item
8.
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Identification and
Classification of Members of the
Group:
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Not
Applicable.
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Item
9.
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Notice of Dissolution
of Group:
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Not
Applicable.
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Item
10.
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Certifications:
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Not
Applicable.
Page 6 of
7
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.
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Date: February
13, 2008
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/s/ Ross J. Mangano
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Ross
J. Mangano
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JO
& Co.
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By:
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/s/ Ross J. Mangano
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Ross
J. Mangano
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Its:
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President
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Page 7 of 7
EXHIBIT
1
Pursuant
to Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned
hereby agree that only one statement containing the information required on
Amendment No. 7 to Schedule 13G need be filed with respect to ownership by each
of the undersigned of shares of common stock of BioSante Pharmaceuticals,
Inc.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
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Dated: February 13,
2008
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/s/ Ross J. Mangano
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Ross
J. Mangano
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JO
& Co
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By:
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s/ Ross J. Mangano
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Ross
J. Mangano
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Its:
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President
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