SEC Form 4 · accession 0000919574-18-008224

Avalo Therapeutics, Inc. · AVTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

ARMISTICE CAPITAL, LLC

Director · 10% Owner

Armistice Capital Master Fund Ltd.

10% Owner

Steven Boyd

Director · 10% Owner

Period of report

Dec 27, 2018

Accepted (ET)

Dec 31, 2018 · 5:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001534120

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F3,F1	Dec 28, 2018	P	26,499	$3.12	A	18,116,499	D
Common Stock^F2	Dec 28, 2018	P$0	0	$0.00	A	18,116,499	I	See Footnote
Common Stock^F2	Dec 28, 2018	P$0	0	$0.00	A	18,116,499	I	See Footnote
Common Stock^F4,F1	Dec 31, 2018	P	12,300	$3.1773	A	18,128,799	D
Common Stock^F2	Dec 31, 2018	P$0	0	$0.00	A	18,128,799	I	See Footnote
Common Stock^F2	Dec 31, 2018	P$0	0	$0.00	A	18,128,799	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
WARRANTS^F5,F6,F1	$0.40	Dec 27, 2018	D	14,285,714	D	—	Jun 30, 2022	COMMON STOCK	14,285,714	0	D
WARRANT^F5,F6,F2	$0.40	Dec 27, 2018	D	0	D	—	Jun 30, 2022	COMMON STOCK	0	0	I
WARRANT^F5,F6,F2	$0.40	Dec 27, 2018	D	0	D	—	Jun 30, 2022	COMMON STOCK	0	0	I
SERIES B WARRANT^F5,F6,F1	$2.00	Dec 27, 2018	A	2,857,143	A	—	Dec 27, 2023	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	2,857,143	0	D
SERIES B WARRANT^F5,F6,F2	$2.00	Dec 27, 2018	A	0	A	—	Dec 27, 2023	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	0	0	I
SERIES B WARRANT^F5,F6,F2	$2.00	Dec 27, 2018	A	0	A	—	Dec 27, 2023	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	0	0	I
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK^F5,F6,F1	—	Dec 27, 2018	A	2,857,143	A	—	—	COMMON STOCK	14,285,715	2,857,143	D
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK^F5,F6,F2	—	Dec 27, 2018	A	0	A	—	—	COMMON STOCK	0	2,857,143	I
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK^F5,F6,F2	—	Dec 27, 2018	A	0	A	—	—	COMMON STOCK	0	2,857,143	I
WARRANT^F5,F6,F1	$12.50	Dec 27, 2018	A	4,000,000	A	Dec 27, 2018	Jun 27, 2024	COMMON STOCK	4,000,000	4,000,000	D
WARRANT^F5,F6,F2	$12.50	Dec 27, 2018	A	0	A	Dec 27, 2018	Jun 27, 2024	COMMON STOCK	0	4,000,000	I
WARRANT^F5,F6,F2	$12.50	Dec 27, 2018	A	0	A	Dec 27, 2018	Jun 27, 2024	COMMON STOCK	0	4,000,000	I

Explanation of responses

F1The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund").
F2The reported securities are directly owned by the Master Fund, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund Ltd.
F3This constitutes the weighted average purchase price. The prices range from $3.1020 to $3.1425. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, Cerecor Inc. (the "Issuer"), or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
F4This constitutes the weighted average purchase price. The prices range from $3.1650 to $3.2580. The Reporting Person will provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
F5On December 27, 2018, the Issuer exchanged a common stock warrant issued to the Master Fund on April 27, 2017 for the purchase of up to 14,285,714 Shares with an exercise price of $0.40 per share for a warrant (the "Exchanged Warrant") to purchase up to 2,857,143 shares of the Issuer's newly-designated Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") with an exercise price of $2.00 per share. The terms, including the economic terms, of the Exchanged Warrant and the prior common stock warrant are identical other than the stock underlying each warrant. The Series B Preferred Stock may be converted into Shares at any time (with no expiration date) on a 1 for 5 ratio. In addition, on December 27, 2018, the Issuer and the Master Fund entered into a securities purchase agreement, pursuant to which the Issuer issued to the Master Fund in a private placement warrants to purchase 4,000,000 Shares (the "New Warrant").
F6(continued from Footnote 5) In exchange for issuing the New Warrant, the Master Fund agreed to early exercise of the Exchanged Warrant and acquired an aggregate of 2,857,143 shares of the Series B Preferred Stock and paid the Issuer approximately $5.7 million for such shares.

Remarks

Armistice Capital, LLC 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.