Spectrum Pharmaceuticals, Inc. |
(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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84763A108
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(CUSIP Number)
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Evan Thomas
c/o Armistice Capital LLC
623 Fifth Avenue
31st Floor
New York, NY 10022
Telephone Number: 212-231-4930
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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May 8, 2015
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(Date of Event Which Requires Filing of this Statement)
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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 [ ].
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* 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.
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CUSIP No.
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84763A108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,600,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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3,600,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,600,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
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14.
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TYPE OF REPORTING PERSON
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|
OO
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CUSIP No.
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84763A108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,600,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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3,600,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,600,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
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14.
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TYPE OF REPORTING PERSON
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|
CO
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CUSIP No.
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84763A108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steven Boyd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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3,600,000
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9.
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SOLE DISPOSITIVE POWER
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|
0
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10.
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SHARED DISPOSITIVE POWER
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|
3,600,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,600,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
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14.
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TYPE OF REPORTING PERSON
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|
IN
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CUSIP No.
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84763A108
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Item 1.
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Security and Issuer.
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The name of the issuer is Spectrum Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 11500 South Eastern Avenue, Suite 240 Henderson, Nevada. This Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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This Schedule 13D is being filed to report that Armistice Capital, LLC, a Delaware limited liability company ("Armistice Capital"), Armistice Capital Master Fund, Ltd., a Cayman Islands corporation (the "Master Fund") and Steven Boyd, a United States citizen, each beneficially own 5.4% of the Shares. Armistice Capital, the Master Fund and Mr. Boyd are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
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(b), (c)
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Armistice Capital is principally engaged in the business of providing investment management services. The principal business address for Armistice Capital is 623 Fifth Avenue, 31st Floor, New York, New York 10022.
The Master Fund is principally engaged in the business of investing in securities. The principal business address for the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands.
Steven Boyd is the managing member of Armistice Capital and his business address is 623 Fifth Avenue, 31st Floor, New York, New York 10022.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from working capital of the Master Fund. The net investment costs (including commissions, if any) of the Shares directly owned by the Master Fund is approximately $23,508,320.40. 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.
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Item 4.
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Purpose of Transaction.
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On May 11, 2015, Armistice Capital sent a letter (the "Letter") to the Issuer's Chairman and Chief Executive Officer, Rajesh C. Shrotriya, MD, and its Board of Directors (the "Board"). In the Letter, Armistice stated its view that the Issuer continues to underperform its peers and that a number of opportunities exist to rectify this underperformance and create significant value for shareholders based on actions within the control of management and the Board. In the Letter, Armistice Capital outlines a broad plan to improve the Issuer's performance; detailing action that management should take to reduce operating expenses, restructure the Issuer's operations to enhance efficiency and better align the incentives of management with shareholders. The Letter states that Armistice Capital believes the Issuer can create significant value for shareholders through a combination of reducing management compensation and employee headcount, significantly curtailing research and development, eliminating excessive corporate offices, and focusing on in-licensing and co-promotion opportunities. Further, Armistice Capital requests in the Letter that the Issuer initiate a complete or partial sale of the Issuer and suggests structures based on past transactions for doing so. Armistice states in the Letter that it welcomes discussing all of the points outlined in the Letter in more detail with Dr. Shrotriya and the Board.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit B, and is incorporated, herein by reference.
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, Armistice Capital, Armistice Capital Master Fund, Ltd. and Mr. Boyd may each be deemed to be the beneficial owners of 3,600,000 Shares, constituting 5.4% of the Shares, based upon 66,995,054* Shares outstanding.
The Master Fund may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 3,600,000 Shares (the "Master Fund Shares"). Armistice Capital, as the investment manager of the Master Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 3,600,000 Master Fund Shares. By virtue of Mr. Boyd's position as the sole managing member of Armistice Capital, Mr. Boyd may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 3,600,000 Master Fund Shares, and, therefore, Mr. Boyd may be deemed to be the beneficial owner of such Master Fund Shares. All of the Shares beneficially owned by the Reporting Persons were required in open market transactions.
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit C.
*This outstanding Shares figure reflects the number of outstanding Shares as reported in the Issuer's Form 10-Q, filed on May 8, 2015.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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None
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Letter to the Board
Exhibit C: Schedule of Transactions in Shares
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May 11, 2015
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(Date)
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Armistice Capital, LLC*
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund, Ltd.
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd*
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/s/ Steven Boyd
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May 11, 2015
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(Date)
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Armistice Capital, LLC
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund, Ltd.
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd
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/s/ Steven Boyd
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Trade Date
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Quantity purchased (sold)
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Price
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3/13/2015
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10,000
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$6.28
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3/13/2015
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10,000
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$6.18
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3/17/2015
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(20,000)
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$6.29
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3/18/2015
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2,000
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$6.28
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3/18/2015
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2,000
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$6.30
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3/18/2015
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2,000
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$6.30
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3/18/2015
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2,000
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$6.24
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3/19/2015
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(8,000)
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$6.40
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3/27/2015
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2,000
|
$5.99
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3/30/2015
|
98,000
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$6.06
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3/31/2015
|
88,000
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$6.04
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3/31/2015
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12,000
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$6.05
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4/1/2015
|
108,000
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$5.92
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4/2/2015
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26,054
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$6.02
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4/6/2015
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63,946
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$5.89
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4/7/2015
|
2,000
|
$5.98
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4/7/2015
|
2,000
|
$6.06
|
4/7/2015
|
4,000
|
$6.00
|
4/7/2015
|
4,000
|
$5.91
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4/7/2015
|
4,000
|
$5.91
|
4/7/2015
|
2,000
|
$5.91
|
4/7/2015
|
2,000
|
$5.89
|
4/7/2015
|
2,000
|
$5.89
|
4/7/2015
|
2,000
|
$5.89
|
4/7/2015
|
2,000
|
$5.89
|
4/8/2015
|
2,000
|
$5.88
|
4/8/2015
|
2,000
|
$5.88
|
4/8/2015
|
2,000
|
$5.88
|
4/8/2015
|
4,000
|
$5.89
|
4/8/2015
|
4,000
|
$5.88
|
4/8/2015
|
12,000
|
$5.87
|
4/8/2015
|
8,000
|
$5.60
|
4/8/2015
|
8,000
|
$5.60
|
4/8/2015
|
8,000
|
$5.62
|
4/8/2015
|
8,000
|
$5.62
|
4/8/2015
|
8,000
|
$5.62
|
4/8/2015
|
8,000
|
$5.63
|
4/8/2015
|
10,000
|
$5.69
|
4/8/2015
|
10,000
|
$5.72
|
4/8/2015
|
8,000
|
$5.68
|
4/8/2015
|
8,000
|
$5.66
|
4/8/2015
|
4,000
|
$5.75
|
4/8/2015
|
4,000
|
$5.77
|
4/8/2015
|
4,000
|
$5.69
|
4/8/2015
|
4,000
|
$5.69
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4/8/2015
|
4,000
|
$5.80
|
4/8/2015
|
2,000
|
$5.83
|
4/8/2015
|
2,000
|
$5.85
|
4/8/2015
|
2,000
|
$5.88
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4/8/2015
|
2,000
|
$5.83
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4/9/2015
|
10,000
|
$5.90
|
4/10/2015
|
2,000
|
$6.01
|
4/13/2015
|
20,000
|
$6.05
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4/14/2015
|
34,000
|
$6.03
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4/15/2015
|
4,000
|
$6.03
|
4/16/2015
|
8,000
|
$6.12
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4/17/2015
|
46,000
|
$5.97
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4/20/2015
|
14,000
|
$5.95
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4/23/2015
|
2,000
|
$5.95
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4/27/2015
|
(2,000)
|
$6.08
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4/27/2015
|
(4,000)
|
$6.13
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4/27/2015
|
(4,000)
|
$6.14
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4/27/2015
|
(4,000)
|
$6.11
|
4/27/2015
|
(4,000)
|
$6.09
|
4/28/2015
|
(2,000)
|
$5.99
|
4/28/2015
|
(2,000)
|
$6.01
|
4/28/2015
|
(2,000)
|
$6.01
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4/28/2015
|
(2,000)
|
$6.03
|
4/28/2015
|
(2,000)
|
$6.02
|
4/29/2015
|
26,000
|
$5.89
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4/30/2015
|
18,000
|
$5.62
|
5/1/2015
|
(2,000)
|
$5.81
|
5/1/2015
|
(2,000)
|
$5.81
|
5/1/2015
|
(2,000)
|
$5.81
|
5/5/2015
|
(2,000)
|
$5.95
|
5/5/2015
|
(4,000)
|
$5.95
|
5/5/2015
|
(6,000)
|
$5.95
|
5/7/2015
|
(21,000)
|
$5.84
|
5/7/2015
|
(10,000)
|
$5.90
|
5/7/2015
|
(4,000)
|
$5.90
|
5/7/2015
|
(2,000)
|
$5.88
|
5/7/2015
|
(2,000)
|
$5.87
|
5/7/2015
|
(4,000)
|
$5.87
|
5/7/2015
|
35,000
|
$5.86
|
5/7/2015
|
8,000
|
$5.85
|
5/8/2015
|
8,000
|
$5.64
|
5/8/2015
|
292,000
|
$5.64
|
5/11/2015
|
100,000
|
$6.00
|