SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
DOR BioPharma, Inc.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
258094101
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(CUSIP Number)
February 2, 2005
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(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)
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Silverback Asset Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,468,750*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,468,750*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,468,750*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.69%
12. TYPE OF REPORTING PERSON
OO
* Includes warrants exercisable into shares. Silverback Asset Management, LLC
("SAM") serves as investment manager to Silverback Master, Ltd. ("Silverback
Master") and certain other private investment vehicles. In its capacity as
investment manager of such private investment vehicles, including Silverback
Master, SAM may be deemed to be the beneficial owner of securities held by each
such private investment vehicle. SAM disclaims beneficial ownership of the
securities reported in this Schedule 13G except to the extent of its pecuniary
interest therein, and the filing of this Schedule 13G shall not be construed as
an admission that SAM is, for the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of any securities reported in this Schedule 13G except to
the extent of its pecuniary interest therein.
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Silverback Master, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,775,000**
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,775,000**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,000**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.35%
12. TYPE OF REPORTING PERSON
CO
** Includes warrants exercisable into shares.
CUSIP No. 258094101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elliot Bossen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,468,750***
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,468,750***
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,468,750***
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.69%
12. TYPE OF REPORTING PERSON
IN
*** Includes warrants exercisable into shares. Elliot Bossen is the sole
Managing Member of SAM and is primarily responsible for the investment decisions
of SAM. Elliot Bossen disclaims beneficial ownership of the securities reported
in this Schedule 13G except to the extent of his pecuniary interest therein, and
the filing of this Schedule 13G shall not be construed as an admission that he
is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities reported in this Schedule 13G except to the extent of his
pecuniary interest therein.
CUSIP No. 258094101
---------------------
Item 1(a). Name of Issuer:
DOR BioPharma, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
1691 Michigan Ave., Suite 435
Miami, FL 33139
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Item 2(a). Name of Person Filing:
Silverback Asset Management, LLC
Silverback Master, Ltd.
Elliot Bossen
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Silverback Asset Management, LLC
1414 Raleigh Road
Suite 250
Chapel Hill, NC 27517
Silverback Master, Ltd.
c/o International Fund Services (Ireland) Limited
Bishop's Square, Third Floor
Redmond's Hill
Dublin 2, Ireland
Elliot Bossen
c/o Silverback Asset Management, LLC
1414 Raleigh Road
Suite 250
Chapel Hill, NC 27517
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Item 2(c). Citizenship:
Silverback Asset Management, LLC - Delaware
Silverback Master, Ltd. - Cayman Islands
Elliot Bossen - United States of America
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Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001
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Item 2(e). CUSIP Number:
258094101
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
Silverback Asset Management, LLC - 3,468,750**
Silverback Master, Ltd. - 2,775,000**
Elliot Bossen - 3,468,750**
** Includes warrants exercisable into shares.
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(b) Percent of class:
Silverback Asset Management, LLC - 6.69%
Silverback Master, Ltd. - 5.35%
Elliot Bossen - 6.69%
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(c) Number of shares as to which such person has:
Silverback Asset Management, LLC
--------------------------------
(i) Sole power to vote or to direct the vote 0
--------------,
(ii) Shared power to vote or to direct the vote 3,468,750**
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------,
(iv) Shared power to dispose or to direct the
disposition of 3,468,750**
--------------.
Silverback Master, Ltd.
-----------------------
(i) Sole power to vote or to direct the vote 0
--------------,
(ii) Shared power to vote or to direct the vote 2,775,000**
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------,
(iv) Shared power to dispose or to direct the
disposition of 2,775,000**
--------------.
Elliot Bossen
-------------
(i) Sole power to vote or to direct the vote 0
--------------,
(ii) Shared power to vote or to direct the vote 3,468,750**
--------------,
(iii) Sole power to dispose or to direct the
disposition of 0
--------------,
(iv) Shared power to dispose or to direct the
disposition of 3,468,750**
--------------.
** Includes warrants exercisable into shares.
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 beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
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Item 9. Notice of Dissolution of Group.
N/A
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Item 10. Certifications.
By signing below I certify that, 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 such purpose or effect.
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.
February 11, 2005
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(Date)
Silverback Asset Management, LLC
By: /s/ Elliot Bossen
---------------------
Name: Elliot Bossen
Title: Managing Member
Silverback Master, Ltd.
By: /s/ Elliot Bossen
--------------------
Name: Elliot Bossen
Title: Director
/s/ Elliot Bossen
-----------------
Elliot Bossen
Exhibit A
The undersigned agree that this Schedule 13G dated February 11, 2005
relating to the Common Stock, par value $0.001, of DOR BioPharma, Inc. is being
filed on behalf of each of Silverback Asset Management, LLC, Silverback Master,
Ltd. and Elliot Bossen.
February 11, 2005
------------------------------
(Date)
Silverback Asset Management, LLC
By: /s/ Elliot Bossen
---------------------
Name: Elliot Bossen
Title: Managing Member
Silverback Master, Ltd.
By: /s/ Elliot Bossen
--------------------
Name: Elliot Bossen
Title: Director
/s/ Elliot Bossen
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Elliot Bossen
04098.0001 #547041