Edgar Filing: CAPRIUS INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â GREAT POINT PARTNERS LLC

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2007

3. Issuer Name and Ticker or Trading Symbol
CAPRIUS INC [CAPS.OB]

(Last)

(First)

(Middle)

165 MASON STREET,Â 3RD FLOOR

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 Original Filed(Month/Day/Year)

(Street)

GREENWICH,Â CTÂ 06830

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class F Convertible Preferred Stock	12/06/2007	Â ⁽¹⁾	Common Stock	2,543,400 ⁽²⁾	$ 0.6 ⁽³⁾	I	By Biomedical Value Fund, L.P. ⁽⁴⁾
Class F Convertible Preferred Stock	12/06/2007	Â ⁽¹⁾	Common Stock	2,166,600 ⁽⁵⁾	$ 0.6 ⁽³⁾	I	By Biomedical Offshore Value Fund, Ltd. ⁽⁶⁾
Warrant	12/06/2007	12/06/2012	Common Stock	1,017,360 ⁽⁷⁾	$ 0.8 ⁽⁸⁾	I	By Biomedical Value Fund, L.P. ⁽⁴⁾
Warrant	12/06/2007	12/06/2012	Common Stock	866,640 ⁽⁷⁾	$ 0.8 ⁽⁸⁾	I	By Biomedical Offshore Value Fund, Ltd. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GREAT POINT PARTNERS LLC 165 MASON STREET 3RD FLOOR GREENWICH,Â CTÂ 06830	Â	Â X	Â	Â
JAY JEFFREY R 165 MASON STREET 3RD FLOOR GREENWICH,Â CTÂ 06830	Â	Â X	Â	Â
KROIN DAVID 165 MASON STREET 3RD FLOOR GREENWICH,Â CTÂ 06830	Â	Â X	Â	Â

Signatures

/s/ Dr. Jeffrey R. Jay, M.D. Its: Senior Managing Member		12/17/2007
^**Signature of Reporting Person		Date
/s/ Dr. Jeffery R. Jay, M.D.		12/17/2007
^**Signature of Reporting Person		Date
/s/ Mr. David Kroin		12/17/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	There is no expiration date.
(2)	On December 6, 2007, Biomedical Value Fund, L.P. ("BMVF") acquired 25,430 shares of Class F Convertible Preferred Stock of the issuer, which shares are convertible into 2,543,400 shares of Common Stock of the issuer.
(3)	The conversion price is subject to adjustment for certain dilutive issuances.
(4)	Great Point Partners, LLC ("Great Point") is the investment manager of BMVF and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jeffrey R. Jay, M.D., as senior managing member of Great Point ("Dr. Jay"), has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
(5)	On December 6, 2007, By Biomedical Offshore Value Fund, Ltd. ("BOVF") acquired 21,666 shares of Class F Convertible Preferred Stock of the issuer, which shares are convertible into 2,166,600 shares of Common Stock of the issuer.
(6)	Great Point is the investment manager of BOVF and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.
(7)	The number of shares issuable upon exercise of the warrants is subject to adjustment for the capital reorganization or reclassification of the capital stock of the issuer, consolidation or merger of the issuer with another corporation in which the issuer is not the survivor or sale, transfer or other disposition of all or substantially all of the issuer's assets to another entity.
(8)	The exercise price of the warrant is subject to adjustment for dividends, distributions, subdivisions, reclassifications and issuances with respect to the issuer's common stock.

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