Amended Statement of Beneficial Ownership (sc 13d/a)
July 31 2020 - 6:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
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Tetraphase Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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Daniel Radden
c/o Armistice Capital, LLC
510 Madison Avenue
7th 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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July 28, 2020
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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 [X].
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_______________
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*
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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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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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[_]
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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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[_]
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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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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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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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[_]
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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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[_]
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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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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14.
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TYPE OF REPORTING PERSON
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CO
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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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[_]
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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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[_]
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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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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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Item 1.
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Security and Issuer.
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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").
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Item 2.
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Identity and Background.
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(a), (f)
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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”).
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(b), (c)
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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.
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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 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.
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Item 4.
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Purpose of Transaction.
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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.
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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, 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.
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(e)
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As of July 28, 2020, the Reporting Persons
no longer beneficially own any Shares.
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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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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.
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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
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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.
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July 30, 2020
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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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* 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.
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July 30, 2020
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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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