CUSIP No. 14757U109
(1)
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Percentage of class calculated based upon 123,943,829 shares of Common Stock issued and outstanding as of August 6,
2020, as reflected in the Issuers quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2020, which was filed by the Issuer with the SEC on August 10, 2020.
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Spectrum Pharmaceuticals, Inc., a Delaware corporation (Spectrum), hereby files this Amendment No. 3 on Schedule 13D/A (this
Amendment) to amend and supplement the statement on Schedule 13D initially filed with the SEC on September 26, 2014, as amended by Amendment No. 1 to Schedule 13D, dated May 14, 2018 (Amendment
No. 1), and subsequently amended by Amendment No. 2 to Schedule 13D, dated April 11, 2019 (as amended, the Statement) on behalf of the Reporting Persons (as defined in Item 2), pursuant to
the Joint Filer Agreement attached to this Amendment as Exhibit 99.1. Capitalized terms used herein but not defined herein have the respective meanings given to such terms in the Statement.
Item 2. Identity and Background.
The information contained in Item 2 of
the Statement is hereby amended and replaced with the following:
This Statement is filed on behalf of Spectrum and Spectrum Pharmaceuticals Cayman, L.P., an
Exempted Limited Partnership organized under the laws of the Cayman Islands (Spectrum Cayman). Spectrum and Spectrum Cayman are each referred to herein as a Reporting Person and are collectively referred to
herein as the Reporting Persons.
Spectrum is a Delaware corporation. Spectrum is a biopharmaceutical company focused on acquiring, developing, and
commercializing novel and targeted drug products, with a primary focus in oncology. Spectrum has an in-house clinical development organization with regulatory and data management capabilities, in addition to
sales and marketing expertise to execute product launches. Currently, Spectrum and its affiliates have two oncology drugs in late stage and active development: ROLONTIS, a novel long-acting granulocyte colony-stimulating factor, analog for
chemotherapy-induced neutropenia, and Poziotinib, a novel pan-HER inhibitor under investigation for non-small cell lung cancer tumors with either EGFR or HER2 exon-20 insertion mutations.
Spectrum Cayman is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings,
LLC, a Delaware limited liability company (Spectrum Holdings). Spectrum Holdings is the sole general partner of Spectrum Cayman and Spectrum is the sole managing member of Spectrum Holdings.
The address of the principal place of business of each of the Reporting Persons is c/o Spectrum at 11500 South Eastern Avenue, Suite 240, Henderson, Nevada 89052.
During the last five years, neither of the Reporting Persons, nor any of their respective executive officers, directors, or general partners, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.
Spectrum is governed by a Board of Directors consisting of seven members, none of which individually have voting or dispositive power over the shares subject to this
Statement. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of Spectrum is listed on Schedule 1 hereto and is incorporated herein by this reference.
Item 4. Purpose of Transaction.
The information contained in Item 4 of
the Statement is hereby amended and supplemented by adding the following:
Between April 1, 2020 and June 30, 2020, Spectrum disposed of 813,360 shares of
Common Stock, at an average price of $2.27 per share. In addition, the Issuer conducted a public offering of 23 million shares of Common Stock on July 24, 2020, which further diluted the Reporting Persons position.
Subject to applicable legal requirements, in addition to the arrangements described above, one or both of the Reporting Persons may also purchase additional securities
of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the
Issuer, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above and subject to applicable legal requirements, the Reporting
Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by
any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a
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