0000899243-23-017679.txt : 20230801
0000899243-23-017679.hdr.sgml : 20230801
20230801172008
ACCESSION NUMBER: 0000899243-23-017679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230731
FILED AS OF DATE: 20230801
DATE AS OF CHANGE: 20230801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McGahan Keith M
CENTRAL INDEX KEY: 0001743778
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35006
FILM NUMBER: 231132841
MAIL ADDRESS:
STREET 1: 11500 S. EASTERN AVE., SUITE 240
CITY: HENDERSON
STATE: NV
ZIP: 89052
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SPECTRUM PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000831547
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 930979187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11500 S. EASTERN AVE., SUITE 240
CITY: HENDERSON
STATE: NV
ZIP: 89052
BUSINESS PHONE: 702-835-6300
MAIL ADDRESS:
STREET 1: 11500 S. EASTERN AVE., SUITE 240
CITY: HENDERSON
STATE: NV
ZIP: 89052
FORMER COMPANY:
FORMER CONFORMED NAME: NEOTHERAPEUTICS INC
DATE OF NAME CHANGE: 19960819
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICUS FUNDING CORP
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-07-31
1
0000831547
SPECTRUM PHARMACEUTICALS INC
SPPI
0001743778
McGahan Keith M
2 ATLANTIC AVENUE
BOSTON
MA
02110
0
1
0
0
See Remarks
0
Common Stock, $0.001 par value
2023-07-31
4
D
0
195485
D
0
D
Common Stock, $0.001 par value
2023-07-31
4
D
0
36770
D
0
D
Common Stock, $0.001 par value
2023-07-31
4
D
0
386057
D
0
D
Stock Option (Right to Buy)
0.38
2023-07-31
4
D
0
778000
D
Common Stock
778000
0
D
Stock Option (Right to Buy)
0.63
2023-07-31
4
D
0
904077
D
Common Stock
904077
0
D
Represents shares of the Issuer disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2023, by and among the Issuer, Assertio Holdings, Inc., a Delaware corporation ("Acquiror"), and Spade Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, in exchange for consideration of (a) 0.1783 of a share of the common stock of Acquiror and cash in lieu of fractional shares (the "Upfront Consideration") and (b) a contingent value right ("CVR") to receive up to an additional $0.20 per common share (subject to adjustment), payable in cash or common stock of Acquiror at the election of Acquiror, upon the achievement of certain milestones, (the Upfront Consideration plus one CVR, collectively, the "Merger Consideration") on the effective date of the merger.
Represents shares of the Issuer covered by a restricted stock award, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration.
Represents shares underlying restricted stock units of the Issuer, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration.
Stock options of the Issuer (the "Company Options") were canceled in the merger and (i) if the Company Option had an exercise price less than the Upfront Consideration, it was exchanged for (1) common stock of the Acquiror with a value equal to the quotient of (A) the product of (x) the total number of common stock of Issuer underlying the Company Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Company Option, divided by (B) the average of the daily volume-weighted average price per share of the common stock of Acquiror calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (2) a number of CVRs equal to the number of shares of common stock of the Issuer underlying such Company Option, (ii) if the Company Option had an exercise price equal to or greater than the Upfront Consideration and less than the Merger Consideration,
(Continued from Footnote 4) it was exchanged for a number of CVRs equal to the number of common stock of the Issuer underlying such Company Option (reduced by the amount that the exercise price exceeds the Upfront Consideration) and (iii) if the Company Option had an exercise price equal to or greater than the Merger Consideration, it was canceled for no consideration.
Executive Vice President, Chief Legal Officer and Corporate Secretary
By: Keith M. McGahan For: Keith M. McGahan
2023-08-01