SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INNOVUS PHARMACEUTICALS, INC. [ INNV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/14/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/14/2020 | J(1) | 300,000 | D | (1) | 0 | D(2) | |||
Common Stock | 02/14/2020 | J(1) | 0 | D | $0 | 0 | I | See Footnote 2 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Common Stock Purchase Warrant | $15.75 | 02/14/2020 | J(6) | 76,190 | (4) | 03/21/2022 | Common Stock | 76,190 | (6) | 0(6) | D(2) | ||||
Series A Common Stock Purchase Warrant | $15.75 | 02/14/2020 | J(6) | 0 | (4) | 03/21/2022 | Common Stock | 0 | $0 | 0(6) | I | See Footnote 2 | |||
Series A Warrant | $7.35 | 02/14/2020 | J(3) | 431,489 | (4) | 09/18/2020 | Common Stock | 431,489 | (3) | 0(3) | D(2) | ||||
Series A Warrant | $7.35 | 02/14/2020 | J(3) | 0 | (4) | 09/18/2020 | Common Stock | 0 | $0 | 0(3) | I | See Footnote 2 | |||
Series B Warrant | $8.4 | 02/14/2020 | J(3) | 431,489 | (4) | 09/18/2024 | Common Stock | 431,489 | (3) | 0(3) | D(2) | ||||
Series B Warrant | $8.4 | 02/14/2020 | J(3) | 0 | (4) | 09/18/2024 | Common Stock | 0 | $0 | 0(3) | I | See Footnote 2 | |||
Series C Prefunded Warrant | $0.001 | 02/14/2020 | J(3) | 200,637 | (4) | (5) | Common Stock | 200,637 | (3) | 0(3) | D(2) | ||||
Series C Prefunded Warrant | $0.001 | 02/14/2020 | J(3) | 0 | (4) | (5) | Common Stock | 0 | $0 | 0(3) | I | See Footnote 2 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities were disposed of pursuant to a merger between the Issuer and Aytu Bioscience, Inc. ("Aytu") that became effective on February 14, 2020 (the "Merger"). As the holder of 300,000 shares of the Issuer's common stock (collectively, the "Shares") on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) 335,279 shares of Aytu's common stock; (ii) cash in lieu of the issuance of fractional shares; and (iii) 300,000 non-transferable contingent value rights representing the right to receive certain payments in the form of additional shares of Aytu's common stock and/or cash if specified revenue and profitability milestones are achieved. On the effective date of the Merger, the closing price of the Shares was $1.23 per Share, and the closing price of Aytu's common stock was $0.79 per share. |
2. The reported securities were directly owned by the Master Fund. The reported securities may have been 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 have been 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 disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were 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. |
3. Prior to the Merger, the Master Fund was the holder of these warrants of the Issuer (collectively, the "Warrants") and was entitled to receive from Aytu a cash payment for those Warrants in connection with the Merger. On February 14, 2020, the Master Fund, the Issuer and Aytu entered into a warrant exchange agreement pursuant to which the Master Fund agreed to exchange its Warrants for 1,918,587 shares of Aytu's series H convertible preferred stock. |
4. These Warrants are currently exercisable, 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. |
5. These warrants do not have an expiration date. |
6. These warrants became warrants to purchase shares of Aytu's common stock as of the effective date of the Merger. |
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member | 02/19/2020 | |
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director | 02/19/2020 | |
/s/ Steven Boyd | 02/19/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |