Innovus Pharmaceuticals Form 3 INNOVUS PHARMACEUTICALS / Steven Boyd ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2019

3. Issuer Name and Ticker or Trading Symbol
INNOVUS PHARMACEUTICALS, INC. [ INNV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	281,817	D(1)
Common Stock, par value $0.001 per share	281,817	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Common Stock Purchase Warrant	03/21/2017(2)	03/21/2022	Common Stock	76,190	0.15	D(1)
Series A Common Stock Purchase Warrant	03/21/2017(2)	03/21/2022	Common Stock	76,190	0.15	I	See Footnote(1)
Series A Warrant	01/03/2019(2)	09/18/2020	Common Stock	431,489	0.07	D(1)
Series A Warrant	01/03/2019(2)	09/18/2020	Common Stock	431,489	0.07	I	See Footnote(1)
Series B Warrant	01/03/2019(2)	09/18/2024	Common Stock	431,489	0.08	D(1)
Series B Warrant	01/03/2019(2)	09/18/2024	Common Stock	431,489	0.08	I	See Footnote(1)
Series C Prefunded Warrant	01/03/2019(2)	(3)	Common Stock	200,636	0.001	D(1)
Series C Prefunded Warrant	01/03/2019(2)	(3)	Common Stock	200,636	0.001	I	See Footnote(1)

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Armistice Capital Master Fund Ltd.

(Last) (First) (Middle)

C/O DMS CORPORATE SERVICES LTD.

20 GENESIS CLOSE, P.O. BOX 314

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boyd Steven

(Last) (First) (Middle)

C/O ARMISTICE CAPITAL, LLC

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. These warrants are subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Shares following such exercise.

3. These warrants do not have an expiration date.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	09/18/2019
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	09/18/2019
	/s/ Steven Boyd	09/18/2019
	** Signature of Reporting Person	Date
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