Filing Details

Accession Number:
0000919574-20-004738
Form Type:
13D Filing
Publication Date:
2020-07-30 20:02:26
Filed By:
Armistice Capital
Company:
Tetraphase Pharmaceuticals Inc (NASDAQ:TTPH)
Filing Date:
2020-07-31
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Armistice Capital 0 0 0 0 0 0%
Armistice Capital Master Fund Ltd 0 0 0 0 0 0%
Steven Boyd 0 0 0 0 0 0%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

 

Tetraphase Pharmaceuticals, Inc.
(Name of Issuer)

 

 

Common Stock, $0.001 par value
(Title of Class of Securities)

 

 

88165N204
(CUSIP Number)

 

 

Daniel Radden

c/o Armistice Capital, LLC

510 Madison Avenue

7th Floor

New York, NY 10022

Telephone Number: (212) 231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

 

July 28, 2020
(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

 

 

 _______________

*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 disclosures provided in a prior cover page.
 

CUSIP No.
88165N204    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Armistice Capital, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)  

[_]

 

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

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  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  0%  

 

14. TYPE OF REPORTING PERSON  
     
  IA, OO  
 

CUSIP No.
88165N204    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Armistice Capital Master Fund Ltd.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)  

[_]

 

  

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  WC  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Cayman Islands  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

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  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  0%  

 

14. TYPE OF REPORTING PERSON  
     
  CO  
 

CUSIP No.
88165N204    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Steven Boyd  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)  

[_]

 

  

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

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  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  0%  

 

14. TYPE OF REPORTING PERSON  
     
  IN, HC  
 
CUSIP No. 88165N204    

 

Item 1. Security and Issuer.  

 

 

The name of the issuer is Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 480 Arsenal Way, Watertown, Massachusetts 02472. This Amendment No. 4 to Schedule 13D relates to the Issuer's Common Stock, $0.001 par value (collectively, the "Shares").

 

 
     

 

Item 2. Identity and Background.  

 

  (a), (f) The persons filing this statement are: (i) Armistice Capital, LLC, a Delaware limited liability company (“Armistice Capital”); (ii) Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the “Master Fund”); and (iii) Steven Boyd, a United States citizen (“Mr. Boyd”, and collectively with Armistice Capital and the Master Fund, the “Reporting Persons”).    
       
  (b), (c)

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7th Floor, New York, New York 10022.

 

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

 

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7th Floor, New York, New York 10022.

 
       
  (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  
       
  (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  
     
 
Item 3. Source and Amount of Funds or Other Consideration.  
     
  The funds for the purchase of the Shares previously beneficially owned by the Reporting Persons came from the working capital of the Master Fund, which was the direct owner of the Shares.  No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.  
     

 

 

Item 4. Purpose of Transaction.  
 

 

On July 28, 2020, the Issuer and La Jolla Pharmaceutical Company (“La Jolla”) completed a merger (the “Merger”). Pursuant to the terms of the Merger and the Support Agreement, dated June 24, 2020, entered into by and among: (i) the Master Fund; (ii) La Jolla; and (iii) TTP Merger Sub, Inc., a wholly-owned subsidiary of La Jolla, in connection the Merger, the Master Fund received in exchange for all of the Shares and warrants of the Issuer held by it at the time of the Merger (A) an upfront cash payment of $24,486,689.40, and (B) 4,905,150 contingent value rights (“CVRs”) entitled to receive future cash payments from La Jolla if U.S. net sales of XERAVA™ achieve certain specified benchmarks.

 

In addition, Mr. Boyd and Keith Maher, a Managing Director at Armistice Capital, have resigned from the Issuer’s board of directors.

 
     

 

 

Item 5. Interest in Securities of the Issuer.  
     
  (a) - (d)

As of the date hereof, each of the Reporting Persons: (i) may be deemed to be the beneficial owner of 0 Shares; (ii) has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 0 Shares; (iii) has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 0 Shares.

 

Other than the Master Fund’s receipt of cash consideration and CVRs in connection with the Merger as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

 
 

 

(e)

 

 

As of July 28, 2020, the Reporting Persons no longer beneficially own any Shares.

 

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.  
     
 

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

 

 

 

 

Item 7. Material to be Filed as Exhibits.  

 

 

Exhibit A:          Joint Filing Agreement

 

 
 

 

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.

 

 

  July 30, 2020  
  (Date)  
 

 

 

  Armistice Capital, LLC*
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Managing Member

 

 

  Armistice Capital Master Fund Ltd.
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Director

 

 

  Steven Boyd*
   
  /s/ Steven Boyd

 

 

* The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Exhibit A

 

AGREEMENT

 

 

The undersigned agree that this Amendment No. 4 to Schedule 13D, dated July 30, 2020, relating to the Common Stock, $0.001 par value, of Tetraphase Pharmaceuticals, Inc. shall be filed on behalf of the undersigned.

 

 

  July 30, 2020  
  (Date)  
 

 

 

  Armistice Capital, LLC
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Managing Member

 

 

  Armistice Capital Master Fund Ltd.
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Director

 

 

  Steven Boyd
   
  /s/ Steven Boyd