UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Antares Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
036642106
(CUSIP Number of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 20, 2022
(Date of Event which Requires Filing of this Statement)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7(b) for other parties to whom copies are to be
sent.
*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.
The information required on 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 (“Act”) 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. 036642106 |
SCHEDULE
13D |
Page
2 of 10 |
1. NAME
OF REPORTING PERSON:
Magnetar Financial LLC
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3. SEC
USE ONLY
|
4. SOURCE
OF FUNDS
OO
|
5.
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e) ¨
|
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7. SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
13,191,998
|
EACH REPORTING
PERSON
|
9. SOLE DISPOSITIVE POWER
0
|
WITH |
10. SHARED DISPOSITIVE POWER
13,191,998
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,191,998
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.73%
|
14.
TYPE OF REPORTING PERSON
IA; OO
|
CUSIP
No. 036642106 |
SCHEDULE
13D |
Page
3 of 10 |
1. NAME
OF REPORTING PERSON:
Magnetar Capital Partners LP
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3. SEC
USE ONLY
|
4. SOURCE
OF FUNDS
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e) ¨
|
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7. SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
13,191,998
|
EACH REPORTING
PERSON
|
9. SOLE DISPOSITIVE POWER
0
|
WITH |
10. SHARED DISPOSITIVE POWER
13,191,998
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,191,998
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.
7.73%
|
14. TYPE
OF REPORTING PERSON
HC; OO
|
CUSIP
No. 036642106 |
SCHEDULE
13D |
Page
4 of 10 |
1. NAME
OF REPORTING PERSON:
Supernova Management LLC
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3. SEC
USE ONLY
|
4. SOURCE
OF FUNDS
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e) ¨
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7. SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
13,191,998
|
EACH REPORTING
PERSON
|
9. SOLE DISPOSITIVE POWER
0
|
WITH |
10. SHARED DISPOSITIVE POWER
13,191,998
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,191,998
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.
7.73%
|
14. TYPE
OF REPORTING PERSON
HC; OO
|
CUSIP
No. 036642106 |
SCHEDULE
13D |
Page
5 of 10 |
1. NAME
OF REPORTING PERSON:
Alec N. Litowitz
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3. SEC
USE ONLY
|
4. SOURCE
OF FUNDS
OO
|
5. CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e) ¨
|
6. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
|
7. SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
13,191,998
|
EACH REPORTING
PERSON
|
9. SOLE DISPOSITIVE POWER
0
|
WITH |
10. SHARED DISPOSITIVE POWER
13,191,998
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,191,998
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.
7.73%
|
14. TYPE
OF REPORTING PERSON
HC; IN
|
SCHEDULE 13D
item 1. |
security and issuer |
This Schedule 13D
(this “Statement”) relates to the common stock, $0.01 par
value (the “Shares”), of Antares Pharma, Inc., a company
incorporated in Delaware (the “Company”). The principal
executive offices of the Company is 100 Princeton South, Suite 300,
Ewing, NJ, 08628.
Item 2. |
identity and
background |
(a) The
persons filing this Statement are Magnetar Financial LLC, a
Delaware limited liability company (“Magnetar Financial”),
Magnetar Capital Partners LP, a Delaware limited partnership
(“Magnetar Capital Partners”), Supernova Management LLC, a
Delaware limited liability company (“Supernova Management”),
and Alec N. Litowitz (“Mr. Litowitz”) (collectively, the
“Reporting Persons”).
This Statement relates to Shares held for the accounts of each of
(i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company
(“PRA Master Fund”), (ii) Magnetar Constellation Fund II-PRA LP, a
Delaware limited partnership (“Constellation Fund”), and (iii)
Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman
Islands exempted company, (“Systematic Master Fund”), collectively
(the “Funds”).
Magnetar Financial is a Securities and Exchange Commission
(“SEC”) registered investment adviser under Section 203 of
the Investment Advisers Act of 1940, as amended, and manager of
investment funds and managed accounts. Magnetar Financial serves as
investment adviser to each of the Funds. In such capacity, Magnetar
Financial exercises voting and investment power over the Shares
held for the accounts of each of the Funds. Magnetar Capital
Partners serves as the sole member and parent holding company of
Magnetar Financial. Supernova Management is the general partner of
Magnetar Capital Partners. The manager of Supernova Management is
Mr. Litowitz.
(b) The
business address of each of the Reporting Persons is 1603 Orrington
Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a
privately-held SEC registered investment adviser and manager of
investment funds and managed accounts; Magnetar Capital Partners is
a privately-held limited partnership and serves as the sole member
and parent holding company of Magnetar Financial; Supernova
Management is a privately-held limited liability company and is the
general partner of Magnetar Capital Partners; and Mr. Litowitz is a
citizen of the United States of America, manager of Supernova
Management and Chief Executive Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Reporting 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.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital
Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Litowitz is a citizen of
the United States of America.
Item 3. |
source and amount of funds or other
consideration |
The aggregate amount of funds used by the Reporting Persons in
purchasing the 13,191,998 Shares reported herein on behalf of the
Funds have come directly from the assets of the Funds, which may at
any given time, have included margin loans made by brokerage firms
in the ordinary course of business. The aggregate amount of funds
used by the Reporting Persons in purchasing the Shares on behalf of
the Funds was $73,414,405.84 (excluding commissions and other
execution-related costs).
ITEM 4. |
PURPOSE OF
TRANSACTION |
The Reporting Persons acquired the 13,191,998 Shares reported
herein on behalf of the Funds after the public announcement of the
Merger Agreement (as defined below) for purposes of receiving the
merger consideration described below upon consummation of the
Merger (as described below).
Each of the Reporting Persons reserves the right to acquire
additional securities of the Company in the open market, in
privately negotiated transactions, or otherwise, to dispose of all
or a portion of the Shares and/or other securities reported in this
Statement, or to change their intention with respect to any or all
of the matters referred to in this Item 4.
Other than as described above in this Item 4, the Reporting Persons
do not have any plans or proposals that relate to, or would result
in, any actions or events specified in clauses (a) through (j) of
Item 4 to Schedule 13D.
ITEM 5. |
INTEREST IN SECURITIES OF THE
ISSUER |
The Company reported in their Form 8K filed on April 12, 2022 that
170,592,140 Shares were issued and outstanding as of April 11,
2022.
(a)
As of the close of business April 28, 2022, each of the Reporting
Persons may have been deemed to have beneficial ownership of
13,191,998 Shares, which consisted of (i) 7,682,671 Shares held for
the benefit of PRA Master Fund, (ii) 4,062,654 Shares held for the
benefit of Constellation Fund; and (iii) 1,446,673 Shares held for
the benefit of Systematic Master Fund, and all such Shares
represented beneficial ownership of approximately 7.73% of the
Shares.
(b)
As of the close of business April 28, 2022, each of the Reporting
Persons may have been deemed to share the power to vote and direct
the disposition of 13,191,998 Shares, which consisted of (i)
4,062,654 Shares held for the benefit of PRA Master Fund, (ii)
4,062,654 Shares held for the benefit of Constellation Fund; and
(iii) 1,446,673 Shares held for the benefit of Systematic Master
Fund, and all such Shares represented beneficial ownership of
approximately 7.73% of the Shares.
(c)
Except as set forth on Schedule A attached hereto and Item
6, the Funds had transactions in the Shares during the 60 days
preceding the date of filing of this Statement. All of the
transactions set forth on Schedule A attached hereto were
effected in the ordinary course of business of Magnetar Financial
for the accounts of each of the Funds. The transactions in the
Shares set forth on Schedule A were effected in open market
transactions on the NASDAQ and various other trading markets.
As disclosed by the Company in the filed with the SEC on :
On April 12, 2022, Antares Pharma, Inc., a Delaware corporation
(the “Company”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Halozyme
Therapeutics, Inc., a Delaware corporation
(“Halozyme”), and Atlas Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Halozyme
(“Purchaser”).
Pursuant to the Merger Agreement, on the terms and subject to the
conditions thereof, Purchaser will commence a cash tender offer
(the “Offer”) no later than April 26, 2022 to acquire
all of the outstanding shares of common stock of the Company, $0.01
par value per share (the “Shares”), at a purchase
price of $5.60 per Share in cash (the “Offer Price”),
without interest and subject to any withholding of taxes required
by applicable legal requirements.
The obligation of Purchaser to purchase Shares tendered in the
Offer is subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, including (1) that the number of
Shares validly tendered in accordance with the terms of the Offer
and not validly withdrawn, considered together with all other
Shares otherwise beneficially owned by Halozyme or any of its
wholly owned subsidiaries (including Purchaser) (but excluding
Shares tendered pursuant to guaranteed delivery procedures that
have not yet been received, as defined by Section 251(h)(6) of the
Delaware General Corporation Law (the “DGCL”)), would
represent one more than 50% of the total number of Shares
outstanding at the time of the expiration of the Offer, (2) the
expiration or termination of the applicable waiting period (or any
extension thereof) under the HSR Act (3) and those other conditions
set forth in the Merger Agreement. The Offer will initially expire
at one minute after 11:59 p.m. Eastern Time on the twentieth
business day following the commencement of the Offer, unless
otherwise agreed to in writing by Halozyme and the Company.
(d) No
other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any Shares that are beneficially
owned by the Reporting Persons.
Item 6.
contracts,
arrangements, understandings or relationships with respect to the
securities of the issuer
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the Reporting Persons have
entered into an agreement with respect to the joint filing of this
Statement, and any amendment or amendments hereto.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the
securities of the Company among or between the Reporting Persons or
any other person or entity.
ITEM 7. |
MATERIAL TO BE FILED
AS EXHIBITS |
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.
Dated: April 29, 2022
|
magnetar financial llc |
|
|
|
By: Magnetar Capital Partners LP, its Sole Member |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N.
Litowitz |
|
|
Title: |
Manager of Supernova Management LLC, the General Partner of
Magnetar Capital Partners LP |
|
|
|
magnetar capital partners LP |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N.
Litowitz |
|
|
Title: |
Manager of
Supernova Management LLC, the General Partner of Magnetar Capital
Partners LP |
|
|
|
supernova management llc |
|
|
|
By: |
/s/ Alec N. Litowitz |
|
|
Name: |
Alec N.
Litowitz |
|
|
Title: |
Manager |
|
|
|
/s/ Alec N. Litowitz |
|
Alec N. Litowitz |
SCHEDULE A
Funds
Date |
|
|
Number of Shares Bought |
|
|
Price Per Share($)
(1)(2) |
|
|
3/1/2022 |
|
|
|
78,408 |
|
|
|
3.47618 (3) |
|
|
3/2/2022 |
|
|
|
26,830 |
|
|
|
3.51422 (4) |
|
|
3/4/2022 |
|
|
|
26,126 |
|
|
|
3.81265 (5) |
|
|
3/31/2022 |
|
|
|
3,243 |
|
|
|
4.09997 (6) |
|
|
4/4/2022 |
|
|
|
3,782 |
|
|
|
3.96490 (7) |
|
|
4/13/2022 |
|
|
|
3,173,503 |
|
|
|
5.56790 (8) |
|
|
4/14/2022 |
|
|
|
1,742,648 |
|
|
|
5.56336 (9) |
|
|
4/18/2022 |
|
|
|
1,256,397 |
|
|
|
5.56235 (10) |
|
|
4/19/2022 |
|
|
|
810,919 |
|
|
|
5.56412 (11) |
|
|
4/20/2022 |
|
|
|
1,857,329 |
|
|
|
5.56246 (12) |
|
|
4/21/2022 |
|
|
|
722,699 |
|
|
|
5.56364 (13) |
|
|
4/22/2022 |
|
|
|
1,686,601 |
|
|
|
5.56406 (14) |
|
|
4/252022 |
|
|
|
277,000 |
|
|
|
5.56954 (15) |
|
|
4/26/2022 |
|
|
|
559,600 |
|
|
|
5.56891 (16) |
|
|
4/27/2022 |
|
|
|
731,114 |
|
|
|
5.56633 (17) |
|
|
4/28/2022 |
|
|
|
374,188 |
|
|
|
5.56901 (18) |
|
(1)Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought
or sold (as the case may be) at each separate price will be
provided.
(3) Reflects a weighted average purchase price of $3.47618 per
share, at prices ranging from $3.44 to $3.54 per share.
(4) Reflects a weighted average purchase price of $3.51422 per
share, at prices ranging from $3.47 to $3.56 per share.
(5) Reflects a weighted average purchase price of $3.81265 per
share, at prices ranging from $3.72 to $3.80 per share.
(6) Reflects a weighted average purchase price of $4.09997 per
share, at prices ranging from $4.06 to $4.13 per share.
(7) Reflects a weighted average purchase price of $3.96490 per
share, at prices ranging from $3.94 to $4.04 per share.
(8) Reflects a weighted average purchase price of $5.56790 per
share, at prices ranging from $5.55 to $5.57 per share.
(9) Reflects a weighted average purchase price of $5.56336 per
share, at prices ranging from $5.55 to $5.57 per share.
(10) Reflects a weighted average purchase price of $5.56235 per
share, at prices ranging from $5.55 to $5.57 per share.
(11) Reflects a weighted average purchase price of $5.56412 per
share, at prices ranging from $5.56 to $5.57 per share.
(12) Reflects a weighted average purchase price of $5.56246 per
share, at prices ranging from $5.56 to $5.57 per share.
(13) Reflects a weighted average purchase price of $5.56364 per
share, at prices ranging from $5.55 to $5.57 per share.
(14) Reflects a weighted average purchase price of $5.56406 per
share, at prices ranging from $5.56 to $5.57 per share.
(15) Reflects a weighted average purchase price of $5.56954 per
share, at prices ranging from $5.56 to $5.57 per share.
(16) Reflects a weighted average purchase price of $5.56891 per
share, at prices ranging from $5.56 to $5.57 per share.
(17) Reflects a weighted average purchase price of $5.56633 per
share, at prices ranging from $5.56 to $5.57 per share.
(18) Reflects a weighted average purchase price of $5.56901 per
share, at prices ranging from $5.56 to $5.57 per share.
SCHEDULE A
Funds
Date |
|
|
Number of Shares Sold |
|
|
Price Per Share($)
(1)(2) |
|
|
3/3/2022 |
|
|
|
50,000 |
|
|
|
3.84168 (19) |
|
|
3/4/2022 |
|
|
|
45,000 |
|
|
|
3.80057 (20) |
|
|
3/7/2022 |
|
|
|
120,000 |
|
|
|
3.89914 (21) |
|
|
3/9/2022 |
|
|
|
161,024 |
|
|
|
3.92242 (22) |
|
|
3/11/2022 |
|
|
|
115,265 |
|
|
|
3.90079 (23) |
|
|
3/14/2022 |
|
|
|
50,000 |
|
|
|
3.84902 (24) |
|
|
3/15/2022 |
|
|
|
145,471 |
|
|
|
3.82854 (25) |
|
|
3/16/2022 |
|
|
|
50,000 |
|
|
|
3.82830 (26) |
|
|
3/17/2022 |
|
|
|
30,349 |
|
|
|
3.95742 (27) |
|
|
3/18/2022 |
|
|
|
240,628 |
|
|
|
3.95682 (28) |
|
|
3/21/2022 |
|
|
|
100,000 |
|
|
|
3.94755 (29) |
|
|
3/22/2022 |
|
|
|
300,000 |
|
|
|
3.94333 (30) |
|
|
3/23/2022 |
|
|
|
40,000 |
|
|
|
4.10219 (31) |
|
|
3/28/2022 |
|
|
|
100,000 |
|
|
|
4.09335 (31) |
|
|
3/29 2022 |
|
|
|
50,000 |
|
|
|
4.11742 (33) |
|
|
3/30/2022 |
|
|
|
11,246 |
|
|
|
4.15220 (34) |
|
|
4/13/2022 |
|
|
|
379,328 |
|
|
|
5.57000 (35) |
|
(1)Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought
or sold (as the case may be) at each separate price will be
provided.
(19) Reflects a weighted average purchase price of $3.84168 per
share, at prices ranging from $3.81 to $3.88 per share.
(20) Reflects a weighted average purchase price of $3.80057 per
share, at prices ranging from $3.76 to $3.83 per share.
(21) Reflects a weighted average purchase price of $3.89914 per
share, at prices ranging from $3.87 to $3.96 per share.
(22) Reflects a weighted average purchase price of $3.92242 per
share, at prices ranging from $3.91 to $3.93 per share.
(23) Reflects a weighted average purchase price of $3.90079 per
share, at prices ranging from $3.80 to $3.91 per share.
(24) Reflects a weighted average purchase price of $3.84902 per
share, at prices ranging from $3.81 to $3.88 per share.
(25) Reflects a weighted average purchase price of $3.82854 per
share, at prices ranging from $3.83 to $3.86 per share.
(26) Reflects a weighted average purchase price of $3.82830 per
share, at prices ranging from $3.83 to $3.83 per share.
(27) Reflects a weighted average purchase price of $3.95742 per
share, at prices ranging from $3.95 to $3.97 per share.
(28) Reflects a weighted average purchase price of $3.95682 per
share, at prices ranging from $3.95 to $3.98 per share.
(29) Reflects a weighted average purchase price of $3.94755 per
share, at prices ranging from $3.95 to $3.95 per share.
(30) Reflects a weighted average purchase price of $3.94333 per
share, at prices ranging from $3.94 to $3.95 per share.
(31) Reflects a weighted average purchase price of $4.10219 per
share, at prices ranging from $4.10 to $4.11 per share.
(32) Reflects a weighted average purchase price of $4.09335 per
share, at prices ranging from $4.09 to $4.10 per share.
(33) Reflects a weighted average purchase price of $4.11742 per
share, at prices ranging from $4.08 to $4.15 per share.
(34) Reflects a weighted average purchase price of $4.15520 per
share, at prices ranging from $4.13 to $4.15 per share.
(35) Reflects a weighted average purchase price of $5.57000 per
share, at prices ranging from $5.57 to $5.57 per share.
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Antares Pharma (NASDAQ:ATRS)
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From May 2022 to Jun 2022
Antares Pharma (NASDAQ:ATRS)
Historical Stock Chart
From Jun 2021 to Jun 2022