1
|
NAME OF REPORTING PERSON
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BROADFIN HEALTHCARE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BROADFIN ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BROADFIN CAPITAL, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KEVIN KOTLER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
8,874,992*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
8,874,992*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%*
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
GREGORY D. CASCIARO
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
R. MICHAEL KLEINE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
SAMUEL E. NAVARRO
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(i)
|
Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Master”);
|
|
(ii)
|
Broadfin Healthcare Fund, L.P., a Delaware limited partnership (“Broadfin LP”), which serves as a feeder fund of Broadfin Master;
|
|
(iii)
|
Broadfin Healthcare Offshore Fund, Ltd, a Cayman Islands exempted company (“Broadfin Offshore”), which serves as a feeder fund of Broadfin Master;
|
|
(iv)
|
Broadfin Advisors, LLC, a Delaware limited liability company (“Broadfin Advisors”), which serves as the general partner of Broadfin LP;
|
|
(v)
|
Broadfin Capital, LLC, a Delaware limited liability company (“Broadfin Capital”), which serves as the investment manager of each of Broadfin Master, Broadfin LP and Broadfin Offshore;
|
|
(vi)
|
Kevin Kotler, who serves as the managing member of each of Broadfin Capital and Broadfin Advisors;
|
|
(vii)
|
Gregory D. Casciaro;
|
|
(viii)
|
R. Michael Kleine; and
|
|
(ix)
|
Samuel E. Navarro.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter to the Board, dated September 10, 2014.
|
|
99.2
|
Joint Filing and Solicitation Agreement by and among Broadfin Healthcare Master Fund, Ltd., Broadfin Healthcare Fund, L.P., Broadfin Healthcare Offshore Fund, Ltd, Broadfin Advisors, LLC, Broadfin Capital, LLC, Kevin Kotler, Gregory D. Casciaro, R. Michael Kleine and Samuel E. Navarro, dated September 10, 2014.
|
|
99.3
|
Form of Indemnification Agreement.
|
|
99.4
|
Form of Compensation Letter Agreement.
|
|
99.5
|
Form of Power of Attorney.
|
Dated: September 11, 2014
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN HEALTHCARE FUND, L.P.
|
||
By
|
Broadfin Advisors, LLC
General Partner
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN ADVISORS, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN CAPITAL, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
/s/ Kevin Kotler
|
|
KEVIN KOTLER
Individually and as attorney-in-fact for Gregory D. Casciaro, R. Michael Kleine and Samuel E. Navarro
|
Name and Position
|
Principal Occupation
|
Principal Business Address
|
Citizenship
|
|||
Kevin Kotler
Director*
|
||||||
Roger H. Hanson
Director
|
Managing Director of DMS Offshore Investment Services (“DMS”)
|
DMS House
20 Genesis Close
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
|
Cayman Islands
|
|||
Tammy W. Seymour
Director
|
Associate Director of DMS
|
DMS House
20 Genesis Close
P.O. Box 314
Grand Cayman KY1-1104
Cayman Islands
|
Cayman Islands
|
Sincerely,
|
/s/ Kevin Kotler
|
Kevin Kotler
|
Broadfin Capital LLC
|
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN HEALTHCARE FUND, L.P.
|
||
By
|
Broadfin Advisors, LLC
General Partner
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN ADVISORS, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN CAPITAL, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
/s/ Kevin Kotler
|
|
KEVIN KOTLER
|
/s/ R. Michael Kleine
|
|
R. MICHAEL KLEINE
|
/s/ Samuel E. Navarro
|
|
SAMUEL E. NAVARRO
|
/s/ Gregory D. Casciaro
|
|
GREGORY D. CASCIARO
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
c/o Broadfin Capital, LLC
237 Park Avenue, 9th Floor
New York, New York 10017
|
Very truly yours,
|
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
|
|
Name:
|
Kevin Kotler
|
Title:
|
Director
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
c/o Broadfin Capital, LLC
237 Park Avenue, 9th Floor
New York, New York 10017
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
|
|
Name:
|
Kevin Kotler
|
Title:
|
Director
|
NAME
|