0001393825-12-000007.txt : 20120210 0001393825-12-000007.hdr.sgml : 20120210 20120210142001 ACCESSION NUMBER: 0001393825-12-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPICEPT CORP CENTRAL INDEX KEY: 0001208261 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82315 FILM NUMBER: 12591910 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 914-606-3500 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER RD. CITY: TARRYTOWN STATE: NY ZIP: 10591 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Bay Capital Management LP CENTRAL INDEX KEY: 0001393825 IRS NUMBER: 371511173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-571-1244 MAIL ADDRESS: STREET 1: 777 THIRD AVE., 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P. DATE OF NAME CHANGE: 20070320 SC 13G/A 1 epct_sc13ga.txt EPICEPT CORP SC13GA 1 epct_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 EpiCept Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 294264304 (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 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). Page 1 of 6 Pages CUSIP No. 294264304 13G/A Page 2 of 6 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Hudson Bay Master Fund Ltd. ----------------------------------------------------------------------------- (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 ----------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------------------- * As more fully described in Item 4, the reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 294264304 13G/A Page 3 of 6 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Hudson Bay Capital Management, L.P. ----------------------------------------------------------------------------- (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 -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------------------- * As more fully described in Item 4, the reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 294264304 13G/A Page 4 of 6 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Sander Gerber ----------------------------------------------------------------------------- (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 -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase up to 8,377,961 shares of Common Stock (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * As more fully described in Item 4, the reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9). CUSIP No. 294264304 13G/A Page 5 of 6 Pages ----------------------------------------------------------------------------- This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on March 31, 2011 (the "Original Schedule" as amended, the "Schedule 13G") with respect to the shares of common stock, $0.0001 par value per share, (the "Common Stock") of Epicept Corporation, a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below. Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information required by Items 4(a) - (c) is set forth in Rows 5- 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row (11) of the cover page for each Reporting Person is based on 74,561,370 shares of Common Stock outstanding as of February 8, 2012, as disclosed in the Company's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on February 9, 2012 and assumes the exercise of the reported warrants subject to the Blocker (as defined below). Pursuant to the terms of the reported warrants (the "Reported Warrants"), the Reporting Persons cannot exercise any of the Reported Warrants until such time as the Reporting Persons would not beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blocker"). Accordingly, the Reporting Persons may not currently exercise all of the Reported Warrants. The Investment Manager, which serves as the investment manager to Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of all shares of Common Stock held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay Master Fund Ltd. is named as a Reporting Person herein solely to report the securities held in its name. 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: [X] CUSIP No. 294264304 13G/A Page 6 of 6 Pages ----------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 10, 2012 HUDSON BAY CAPITAL MANAGEMENT, L.P. By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory HUDSON BAY MASTER FUND LTD By: Hudson Bay Capital Management, L.P. Investment Manager By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER DOC ID-118184962.2