0000919574-20-004739.txt : 20200730 0000919574-20-004739.hdr.sgml : 20200730 20200730200447 ACCESSION NUMBER: 0000919574-20-004739 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200728 FILED AS OF DATE: 20200730 DATE AS OF CHANGE: 20200730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35837 FILM NUMBER: 201062711 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35837 FILM NUMBER: 201062712 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35837 FILM NUMBER: 201062713 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TETRAPHASE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001373707 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 480 ARSENAL WAY CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617.715.3600 MAIL ADDRESS: STREET 1: 480 ARSENAL WAY CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 ownership.xml X0306 4 2020-07-28 1 0001373707 TETRAPHASE PHARMACEUTICALS INC TTPH 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 1 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2020-07-28 4 J 0 1419507 D 0 D Common Stock 2020-07-28 4 J 0 0 0 D 0 I See Footnote 2 Pre-Funded Warrants 0.01 2020-07-28 4 J 0 1430493 D 2019-11-01 Common Stock 1430493 0 D Pre-Funded Warrants 0.01 2020-07-28 4 J 0 0 0 D 2019-11-01 Common Stock 0 0 I See Footnote 2 Pre-Funded Warrants 0.001 2020-07-28 4 J 0 2063334 D 2020-01-24 Common Stock 2063334 0 D Pre-Funded Warrants 0.001 2020-07-28 4 J 0 0 0 D 2020-01-24 Common Stock 0 0 I See Footnote 2 Warrants 3.62 2020-07-28 4 J 0 2130493 D 2019-11-01 2024-11-01 Common Stock 2130493 0 D Warrants 3.62 2020-07-28 4 J 0 0 0 D 2019-11-01 2024-11-01 Common Stock 0 0 I See Footnote 2 Warrants 2.87 2020-07-28 4 J 0 3333334 D 2020-01-24 2025-01-24 Common Stock 3333334 0 D Warrants 2.87 2020-07-28 4 J 0 0 0 D 2020-01-24 2025-01-24 Common Stock 0 0 I See Footnote 2 These shares of the Issuer's common stock, $0.001 par value (collectively, the "Shares"), were disposed of pursuant to a merger between the Issuer and La Jolla Pharmaceutical Company ("La Jolla") that became effective on July 28, 2020 (the "Merger"). As the holder of 1,419,507 Shares on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $2.00 per Share (i.e., $2,839,014); and (ii) 1,419,507 contingent value rights entitled to receive future cash payments from La Jolla if U.S. net sales of XERAVA(TM) achieve certain specified benchmarks ("CVRs"). The reported securities were directly owned by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd, as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These pre-funded warrants of the Issuer (collectively, the "November Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 1,430,493 November Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.99 per underlying Share (i.e., $2,846,681.07); and (ii) 1,423,341 CVRs. These pre-funded warrants of the Issuer (collectively, the "January Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 2,063,334 January Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.999 per underlying Share (i.e., $4,124,604.67); and (ii) 2,062,302 CVRs. These warrants of the Issuer (collectively, the "November Warrants") were disposed of pursuant to the Merger. As the holder of 2,130,493 November Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.68 per underlying Share (i.e., $5,709,721.24). These warrants of the Issuer (collectively, the "January Warrants") were disposed of pursuant to the Merger. As the holder of 3,333,334 January Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.69 per underlying Share (i.e., $8,966,668.46). These warrants do not expire. Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 2020-07-30 Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 2020-07-30 /s/ Steven Boyd 2020-07-30