Sec Form 13G Filing - Flynn James E filing for Neos Therapeutics Inc. (NEOS) - 2018-11-30

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No.1)*

 

Neos Therapeutics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

64052L106

(CUSIP Number)

 

November 30, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-1(b)

 

☒  Rule 13d-1(c)

 

☐  Rule 13d-1(d)

 

(Page 1 of 11 Pages)

 

----------

* 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 the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.

64052L106

13G

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< td colspan="3" style="border-bottom: black 1pt solid; border-right: black 1pt solid">

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.29%

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Deerfield Mgmt, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   1,676,567 (1)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   1,676,567 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,676,567 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.
12.	TYPE OF REPORTING PERSON*   PN

__________________

(1) Comprised of 411,011 shares of common stock and 1,265,556 shares of common stock underlying a convertible note held by Deerfield Special Situations Fund, L.P. (“DSS”), of which Deerfield Mgmt, L.P. is the general partner. The provisions of the convertible note held by DSS prohibit the conversion of more than $8,750,000 aggregate principal amount of such note into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible note in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible note held by DSS also provides that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible note and the convertible note of like tenor issued to Deerfield Private Design Fund III, L.P. (unless requisite stockholder approval is obtained) (the “Exchange Cap”). The number of shares reported reflects the pro rata number of shares issuable to DSS under the Exchange Cap, based on the principal amount of the convertible note held by DSS. In addition, the convertible note restricts the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

 

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64052L106

13G

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1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Deerfield Management Company, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   5,026,935 (2)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   5,026,935 (2)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,026,935 (2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.985%
12.	TYPE OF REPORTING PERSON*   PN

__________________

(2) Comprised of an aggregate of 1,230,267 shares of common stock and 3,796,668 shares of common stock underlying convertible notes held by Deerfield Special Situations Fund, L.P. (“DSS”) and Deerfield Private Design Fund III, L.P. (“DPD III”), of which Deerfield Management Company, L.P. is the investment advisor. The provisions of the convertible notes held by DSS and DPD III prohibit the conversion of more than $8,750,000 and $17,500,000 aggregate principal amount of such notes, respectively, into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible notes in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible notes held by DSS and DPD III also provide that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible notes (unless requisite stockholder ap proval is obtained). The number of shares reported reflects all of the shares issuable to DSS and DPD III under the Exchange Cap. In addition, the convertible notes restrict the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

 

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64052L106

13G

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1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Deerfield Mgmt III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   3,350,368 (3)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,350,368 (3)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,350,368 (3)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.985%
12.	TYPE OF REPORTING PERSON*   PN

_________________

(3) Comprised of 819,256 shares of common stock and 2,531,112 shares of common stock underlying a convertible note held by Deerfield Private Design Fund III, L.P. (“DPD III”), of which Deerfield Mgmt III, L.P. is the general partner. The provisions of the convertible note held by DPD III prohibit the conversion of more than $17,500,000 aggregate principal amount of such note into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible note in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible note held by DPD III also provides that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible note and the convertible note of like tenor issued to Deerfield Special Situations Fund, L.P. (unless requisite stockholder approval is obtained) (the “Exchange Cap”). The number of shares reported reflects the pro rata number of shares issuable to DPD III under the Exchange Cap, based on the principal amount of the convertible notes held by DPD III. In addition, the convertible note restricts the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

 

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64052L106

13G

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1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Deerfield Special Situations Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   1,676,567 (4)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   1,676,567 (4)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,676,567 (4)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   3.29%
12.	TYPE OF REPORTING PERSON*   PN

_________________

(4) Comprised of 411,011 shares of common stock and 1,265,556 shares of common stock underlying a convertible note held by Deerfield Special Situations Fund, L.P. (“DSS”). The provisions of the convertible note held by DSS prohibit the conversion of more than $8,750,000 aggregate principal amount of such note into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible note in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible note held by DSS also provides that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible note and the convertible note of like tenor issued to Deerfield Private Design Fund III, L.P. (unless requisite stockholder approval is obtained) (the “Exchange Cap”). The number of shares reported reflects the pro rata number of shares issuable to DSS under the Exchange Cap, based on the principal amount of the convertible notes held by DSS. In addition, the convertible note restricts the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

 

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64052L106

13G

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1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Deerfield Private Design Fund III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   3,350,368 (5)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   3,350,368 (5)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,350,368 (5)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.985%
12.	TYPE OF REPORTING PERSON*   PN

_________________

(5) Comprised of 819,256 shares of common stock and 2,531,112 shares of common stock underlying a convertible note held by Deerfield Private Design Fund III, L.P. (“DPD III”). The provisions of the convertible note held by DPD III prohibit the conversion of more than $17,500,000 aggregate principal amount of such note into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible note in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible note held by DPD III also provides that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible note and the convertible note of like tenor issued to Deerfield Special Situations Fund, L.P. (unless requisite stockholder approval is obtained) (the “Exchange Cap”). The number of shares reported reflects the pro rata number of shares issuable to DPD III under the Exchange Cap, based on the principal amount of the convertible notes held by DPD III. In addition, the convertible note restricts the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.

 

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64052L106

13G

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1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   James E. Flynn
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   5,026,935 (6)
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   5,026,935 (6)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,026,935 (6)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.985%
12.	TYPE OF REPORTING PERSON*   IN

__________________

(6) Comprised of an aggregate of 1,230,267 shares of common stock and 3,796,668 shares of common stock underlying convertible notes held by Deerfield Special Situations Fund, L.P. (“DSS”) and Deerfield Private Design Fund III, L.P. (“DPD III”). The provisions of the convertible notes held by DSS and DPD III prohibit the conversion of more than $8,750,000 and $17,500,000 aggregate principal amount of such notes, respectively, into shares of common stock prior to November 5, 2019 (the “Conversion Cap”). The number of shares reported includes shares issuable upon conversion of the convertible notes in excess of the Conversion Cap, and the reporting person disclaims beneficial ownership of such excess shares. The convertible notes held by DSS and DPD III also provide that the Issuer is not required to issue more than an aggregate of 3,796,668 shares of common stock pursuant to conversions of such convertible notes (unless requisite stockholder approval is obtained). The number of shares reported reflects all of the shares issuable to DSS and DPD III under the Exchange Cap. In addition, the convertible notes restrict the conversion of such securities to the extent that, upon such conversion, the number of shares then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 4.985% of the total number of shares of the Issuer then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such convertible note to the extent that upon such conversion the number of shares of common stock beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap. 

 

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13G

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Item 1(a).	Name of Issuer:
	Neos Therapeutics, Inc.
Item 1(b).	Address of Issuer's Principal Executive Offices:
	2940 N. Highway 360 Grand Prairie, TX 75050
Item 2(a).	Name of Person Filing:
	James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund III, L.P.
Item 2(b).	Address of Principal Business Office, or if None, Residence:
	James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund III, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
Item 2(c).	Citizenship:
	Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. - Delaware limited partnerships;   James E. Flynn – United States citizen
Item 2(d).	Title of Class of Securities:
	Common Stock
Item 2(e).	CUSIP Number:
	64052L106
Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)	☐	Investment company registered under Section 8 of the Investment Company Act.
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

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(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned**:
	Deerfield Mgmt, L.P. - 1,676,567 shares Deerfield Mgmt III, L.P. – 3,350,368 shares Deerfield Management Company, L.P. - 5,026,935 shares Deerfield Special Situations Fund, L.P. - 1,676,567 shares Deerfield Private Design Fund III, L.P. – 3,350,368 shares James E. Flynn – 5,026,935 shares
(b)	Percent of class**:
	Deerfield Mgmt, L.P. – 3.29% Deerfield Mgmt III, L.P. – 4.985% Deerfield Management Company, L.P. – 4.985% Deerfield Special Situations Fund, L.P. – 3.29% Deerfield Private Design Fund III, L.P. – 4.985% James E. Flynn – 4.985%
(c)	Number of shares as to which such person has**:
	(i)	Sole power to vote or to direct the vote:	All Reporting Persons - 0
	(ii)	Shared power to vote or to direct the vote:	Deerfield Mgmt, L.P. - 1,676,567 Deerfield Mgmt III, L.P. – 3,350,368 Deerfield Management Company, L.P. - 5,026,935 Deerfield Special Situations Fund, L.P. - 1,676,567 Deerfield Private Design Fund III, L.P. – 3,350,368 James E. Flynn – 5,026,935
	(iii)	Sole power to dispose or to direct the disposition of:	All Reporting Persons - 0
	(iv)	Shared power to dispose or to direct the disposition of:	Deerfield Mgmt, L.P. - 1,676,567 Deerfield Mgmt III, L.P. – 3,350,368 Deerfield Management Company, L.P. - 5,026,935 Deerfield Special Situations Fund, L.P. - 1,676,567 Deerfield Private Design Fund III, L.P. – 3,350,368 James E. Flynn – 5,026,935

  

**See footnotes on cover pages which are incorporated by reference herein.

 

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Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☒.
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	See Exhibit B
Item 9.	Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A
Item 10.	Certifications.
"By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11."

 

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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.

 

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MGMT III, L.P.

By: J.E. Flynn Capital III, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By: Deerfield Mgmt III, L.P., General Partner

By: J.E. Flynn Capital III, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

JAMES E. FLYNN

 

 

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

 

Date: November 30, 2018

 

 

Exhibit List

 

Exhibit A. Joint Filing Agreement.

 

Exhibit B. Item 8 Statement.

 

Exhibit C. Power of Attorney (1).

 

(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

 

 

Exhibit A

 

Joint Filing Agreement

 

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Neos Therapeutics, Inc. shall be filed on behalf of the undersigned.

 

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD MGMT III, L.P.

By: J.E. Flynn Capital III, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By: Deerfield Mgmt III, L.P., General Partner

By: J.E. Flynn Capital III, LLC, General Partner

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact

 

JAMES E. FLYNN

 

 

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

 

 

Exhibit B

 

Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.