Sec Form 13D Filing - ARMISTICE CAPITAL LLC filing for TETRAPHASE PHARMACEUTICALS INC (TTPH) - 2020-07-30

Daniel Radden

c/o Armistice Capital, LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: (212) 231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

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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").

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, 7^th 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, 7^th Floor, New York, New York 10022.

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.

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.

(e)

As of July 28, 2020, the Reporting Persons no longer beneficially own any Shares.

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 rela tionship 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.

Exhibit A:          Joint Filing Agreement

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director