UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
| 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) |
| March 15, 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 | |
| 1,419,507 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 1,419,507 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,419,507 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 19.6% |
| 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 | |
| 1,419,507 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 1,419,507 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,419,507 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 19.6% |
| 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 | |
| 1,419,507 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 1,419,507 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,419,507 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 19.6% |
| 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. 1 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 (the “SEC”) 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 1,419,507 Shares beneficially owned by the Reporting Persons came from the working capital of the Master Fund. 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. | |
In connection with the announced proposed merger (the “Merger”) of the Issuer and AcelRx Pharmaceuticals, Inc. (“AcelRx”), on March 15, 2020, the Master Fund entered into a voting agreement (the “Voting Agreement”) with: (i) AcelRx; and (ii) Consolidation Merger Sub, Inc. (the “Merger Sub”), a wholly-owned subsidiary of AcelRx. Pursuant to the Voting Agreement, the Master Fund agreed to, among other things: (i) vote all of its Shares and warrants of the Issuer entitled to be voted in favor of (A) adopting the Agreement and Plan of Merger dated March 15, 2020 by and among the Issuer, AcelRx and the Merger Sub (the “Merger Agreement”), and (B) any matter that would reasonably be expected to facilitate the Merger; (ii) certain restrictions on its ability to take actions with respect to the Issuer and its Shares; and (iii) the amount of shares of AcelRx’s common stock and other consideration it will receive in exchange for its warrants of the Issuer upon consummation of the Merger. The Voting Agreement will terminate upon the first to occur of: (i) the termination of the Merger Agreement; (ii) the effective time of the Merger; (iii) any amendment to the Merger Agreement that reduces the amount, or changes the form, of consideration payable to the Master Fund in the transactions contemplated by the Merger and related agreements; (iv) a Company Adverse Change in Recommendation (as such term is defined in the Merger Agreement); or (v) the mutual written consent of the Master Fund and AcelRx.
The foregoing was a summary of certain material terms of the Voting Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, which has been filed as Exhibit B hereto and is incorporated herein by reference.
Mr. Boyd and Keith Maher, a Managing Director at Armistice Capital, currently serve as members of the Issuer’s board of directors (the “Board”).
The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. 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, 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/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, revitalizing the Issuer’s promising Research and Development pipeline, restructuring the Issuer’s expense base, recommending business development transactions including mergers and acquisitions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), 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. However, subject to market conditions and in compliance with applicable securities laws, 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 in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. | ||
| Item 5. | Interest in Securities of the Issuer. | ||
| (a) - (d) | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,419,507 Shares, constituting 19.6% of the Shares, based upon 7,259,236 Shares outstanding as of the date hereof. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,419,507 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,419,507Shares.
There have been no transactions in the Shares by the Reporting Persons since the last Schedule 13D filed by the Reporting Persons in respect of the Issuer. | ||
(e) |
N/A
| ||
| 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 the initial 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
Exhibit B: Form of Voting Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC by the Issuer on March 16, 2020)
|
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.
| March 20, 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 interests 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. 1 to Schedule 13D, dated March 20, 2020, relating to the Common Stock, $0.001 par value, of Tetraphase Pharmaceuticals, Inc. shall be filed on behalf of the undersigned.
| March 20, 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 | ||
