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13G Filing: James E. Flynn and Neos Therapeutics Inc (NEOS)

Neos Therapeutics Inc (NASDAQ:NEOS): James E. Flynn’s Deerfield Management filed an amended 13D.

You can check out Deerfield Management’s latest holdings and filings here.

Please follow Deerfield Management (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Deerfield Management or update its stock holdings.

James E. Flynn
James E. Flynn
Deerfield Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Deerfield Mgmt 0 1,907,052 0 1,907,052 1,907,052 6.72%
Deerfield Management Company 0 2,633,845 0 2,633,845 2,633,845 9.08%
Deerfield Mgmt III 0 726,793 0 726,793 726,793 2.53%
Deerfield Special Situations Fund 0 1,691,146 0 1,691,146 1,691,146 5.96%
Deerfield Partners 0 127,384 0 127,384 127,384 0.45%
Deerfield International Master Fund 0 88,522 0 88,522 88,522 0.32%
Deerfield Private Design Fund III 0 726,793 0 726,793 726,793 2.53%
James E. Flynn 0 2,633,845 0 2,633,845 2,633,845 9.08%

Page 1 of 18 – SEC Filing

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. 1) *

Neos Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64052L106

(CUSIP Number)

August 21, 2017

(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)

☒  Rule 13d-1(c)

☐  Rule 13d-1(d)

(Page 1 of 15 Pages)

———-

* 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 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).

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Page 2 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 2
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Mgmt, L.P.

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

1,907,052 (1)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,907,052 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,907,052 (1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.72%

12.

TYPE OF REPORTING PERSON*

PN

__________________

(1) Comprised of an aggregate of 1,593,411 shares of common stock and 313,641 shares of common stock
underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment) held by Deerfield Special
Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., of which Deerfield Mgmt, L.P. is
the general partner. The provisions of the convertible notes beneficially owned by the reporting person restrict the conversion
of such securities to the extent that, upon such exercise or conversion, the number of shares then beneficially owned by the holder
and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985%
of the total number of shares of the Issuer then outstanding.

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Page 3 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 3
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Management Company,
L.P.

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

2,633,845 (2)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,633,845 (2)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,633,845 (2)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.08%

12.

TYPE OF REPORTING PERSON*

PN

__________________

(2) Comprised of an aggregate of 1,692,921 shares of common
stock and 940,924 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject
to adjustment) held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P.
and Deerfield International Master Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor. The provisions
of the convertible notes beneficially owned by the reporting person restrict the conversion of such securities to the extent that,
upon such exercise or conversion, the number of shares then beneficially owned by the holder and any other person or entities
with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares
of the Issuer then outstanding.

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Page 4 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 4
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Mgmt III, L.P.

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

726,793 (3)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

726,793 (3)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

726,793 (3)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.53%

12.

TYPE OF REPORTING PERSON*

PN

_________________

(3) Comprised of an aggregate of 99,501 shares of common stock
and 627,183 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment)
held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner. The provisions of the
convertible notes beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon
such exercise or conversion, the number of shares then beneficially owned by the holder and any other person or entities with
which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares of the
Issuer then outstanding.

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Page 5 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 5
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Special
Situations Fund, L.P.

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

1,691,146 (4)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,691,146 (4)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,691,146 (4)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.96%

12.

TYPE OF REPORTING PERSON*

PN

_________________

(4) Comprised of an aggregate of 1,377,505 shares of common
stock and 313,641 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject
to adjustment). The provisions of the convertible notes beneficially owned by the reporting person restrict the conversion of
such securities to the extent that, upon such exercise or conversion, the number of shares then beneficially owned by the holder
and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985%
of the total number of shares of the Issuer then outstanding.

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Page 6 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 6
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Partners, L.P.

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

127,384

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

127,384

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

127,384

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.45%

12.

TYPE OF REPORTING PERSON*

PN

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Page 7 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 7
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield International Master Fund, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b) ☒

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

88,522

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

88,522

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

88,522

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.32%

12.

TYPE OF REPORTING PERSON*

PN

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Page 8 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 8
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Deerfield Private Design Fund III, L.P.

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

726,793 (5)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

726,793 (5)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

726,793 (5)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.53%

12.

TYPE OF REPORTING PERSON*

PN

_________________

(5) Comprised of an aggregate of 99,510 shares of common stock
and 627,283 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment).
The provisions of the convertible notes beneficially owned by the reporting person restrict the conversion of such securities
to the extent that, upon such exercise or conversion, the number of shares then beneficially owned by the holder and any other
person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total
number of shares of the Issuer then outstanding.

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Page 9 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 9
of 15
1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

James E. Flynn

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

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

2,633,845 (6)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,633,845 (6)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,633,845 (6)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.08%

12.

TYPE OF REPORTING PERSON*

IN

__________________

(6) Comprised of an aggregate of 1,692,921 common shares and
940,924 common shares underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment) held
by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International
Master Fund, L.P. The provisions of the convertible notes beneficially owned by the reporting person restrict the conversion of
such securities to the extent that, upon such exercise or conversion, the number of shares then beneficially owned by the holder
and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985%
of the total number of shares of the Issuer then outstanding.

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Page 10 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 10
of 15
Item 1(a). Name of Issuer:

Neos Therapeutics, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

2940
N. Highway 360

Grand Prairie, TX 75050

Item 2(a). Name of Person Filing:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P.,
Deerfield International Master Fund, L.P. and Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund III,
L.P.
Item 2(b). Address of Principal Business Office, or if None, Residence:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P.,
Deerfield International Master Fund, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Private Design Fund III,
L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
Item 2(c). Citizenship:

Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield
Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners,
L.P. – Delaware limited partnerships;

Deerfield International Master Fund, L.P. –
British Virgin Islands limited partnership;

James E. Flynn – United States citizen

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:
64052L106
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);

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Page 11 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 11
of 15
(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) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

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.

(a) Amount beneficially owned**:

Deerfield Mgmt, L.P. – 1,907,052 shares

Deerfield Mgmt III, L.P. – 726,793 shares

Deerfield Management Company, L.P. – 2,633,845 shares

Deerfield Special Situations Fund, L.P. – 1,691,146
shares

Deerfield Partners, L.P. – 127,384 shares

Deerfield International Master Fund, L.P. –
88,522 shares

Deerfield Private Design Fund III, L.P. – 726,793
shares

James E. Flynn – 2,633,845 shares

(b) Percent of class**:

Deerfield Mgmt, L.P. – 6.72%

Deerfield Mgmt III, L.P. – 2.53%

Deerfield Management Company, L.P. – 9.08%

Deerfield Special Situations Fund, L.P. – 5.96%

Deerfield Partners, L.P. – 0.45%

Deerfield International Master Fund, L.P. –
0.32%

Deerfield Private Design Fund III, L.P. – 2.53%

James E. Flynn – 9.08%

(c) Number of shares as to which such person has**:
(i) Sole power to vote or to direct the vote: All Reporting Persons 0
(ii) Shared power to vote or to direct the vote:

Deerfield Mgmt, L.P. – 1,907,052

Deerfield Mgmt III, L.P. – 726,793

Deerfield Management Company, L.P. – 2,633,845

Deerfield Special Situations Fund, L.P. – 1,691,146

Deerfield Partners, L.P. – 127,384

Deerfield International Master Fund, L.P. – 88,522

Deerfield Private Design Fund III, L.P. – 726,793

James E. Flynn – 2,633,845

(iii)

Sole power to dispose or to direct the disposition of:

All Reporting Persons – 0
(iv)

Shared power to dispose or to direct the disposition
of:

Deerfield Mgmt, L.P. – 1,907,052

Deerfield Mgmt III, L.P. – 726,793

Deerfield Management Company, L.P. – 2,633,845

Deerfield Special Situations Fund, L.P. – 1,691,146

Deerfield Partners, L.P. – 127,384

Deerfield International Master Fund, L.P. – 88,522

Deerfield Private Design Fund III, L.P. – 726,793

James E. Flynn – 2,633,845

**See footnotes on cover pages which are incorporated by reference
herein.

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Page 12 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 12
of 15
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 ☐.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A
Item 7.

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

N/A
Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant
to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit
stating the identity of each member of the group.

See Exhibit B
Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will
be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

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Page 13 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 13
of 15
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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.”

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Page 14 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 14
of 15

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.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT III, L.P.

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD PARTNERS, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By: Deerfield Mgmt III, L.P., General Partner

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

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Page 15 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 15
of 15

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

Date: August 31, 2017

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Page 16 of 18 – SEC Filing

Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C. Power of Attorney (1).

(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to Proteon Therapeutics,
Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield
Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund
IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James
E. Flynn.

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Page 17 of 18 – SEC Filing

Exhibit A

Joint Filing Agreement

The undersigned agree that this
Schedule 13G, and all amendments thereto, relating to the Common Stock of Neos Therapeutics
, Inc.
shall be filed on behalf of the undersigned.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT III, L.P.

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD PARTNERS, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By: Deerfield Mgmt III, L.P., General Partner

By: J.E. Flynn Capital III, LLC, General Partner

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

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Page 18 of 18 – SEC Filing

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

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