Amended Statement of Beneficial Ownership (sc 13d/a)
June 11 2020 - 4:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Tetraphase Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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Daniel Radden
c/o Armistice Capital, LLC
510 Madison Avenue
7th Floor
New York, NY 10022
Telephone Number: (212) 231-4930
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(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications)
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June 4, 2020
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
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* 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.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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1,460,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,460,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,460,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Armistice Capital Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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1,460,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,460,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,460,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Steven Boyd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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1,460,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,460,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,460,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.99%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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Item 1.
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Security and Issuer.
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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. 2 to Schedule 13D relates to the Issuer's Common Stock, $0.001 par value (collectively,
the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are: (i) Armistice Capital, LLC, a Delaware limited liability company (“Armistice Capital”); (ii) Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the “Master Fund”); and (iii) Steven Boyd, a United States citizen (“Mr. Boyd”, and collectively with Armistice Capital and the Master Fund, the “Reporting Persons”).
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(b), (c)
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Armistice Capital is an investment adviser
registered with the Securities and Exchange Commission (the “SEC”) 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, 7th 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, 7th Floor, New York,
New York 10022.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the 1,460,019 Shares beneficially owned by the Reporting Persons came from the working capital of the Master Fund. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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In connection with the announced proposed merger
(the “Merger”) of the Issuer and Melinta Therapeutics, Inc. (“Melinta”), on June 4, 2020, the Master Fund
entered into a support agreement (the “Support Agreement”) with: (i) Melinta; and (ii) Toronto Transaction Corp., Inc.,
a wholly-owned subsidiary of Melinta (the “Melinta Subsidiary”). Pursuant to the Support Agreement, the Master Fund
agreed to, among other things, (i) vote against other proposals to acquire the Issuer, and (ii) subject to certain exceptions,
to tender its Shares in connection with the Melinta’s Subsidiary’s cash tender offer, on behalf of Melinta, to acquire
all of the Issuer’s Shares. The Support Agreement also sets forth terms relating to the treatment of warrants of the Issuer
currently held by the Master Fund upon consummation of the Merger. The Support Agreement will terminate upon the first to occur
of: (i) the termination of the Agreement and Plan of Merger, dated June 4, 2020, by and among the Issuer, Melinta and the Melinta
Subsidiary (the “Merger Agreement”); (ii) the effective time of the Merger; (iii) any amendment to the Merger Agreement
that reduces the amount, or changes the form, of consideration payable to the Master Fund in the transactions contemplated by the
Merger and related agreements, imposes additional restrictions on the Master Fund or otherwise materially and adversely impacts
the Master Fund; (iv) a Company Adverse Change in Recommendation (as such term is defined in the Merger Agreement); or (v) the
mutual written consent of the Master Fund and Melinta.
The foregoing was a summary of certain material
terms of the Support Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its
entirety by reference to the full text of the form of Support Agreement, which has been filed as Exhibit B hereto and is incorporated
herein by reference.
Mr. Boyd and Keith Maher, a Managing Director
at Armistice Capital, currently serve as members of the Issuer’s board of directors (the “Board”).
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The Reporting Persons purchased the Shares
for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares,
when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy,
revitalizing the Issuer’s promising Research and Development pipeline, restructuring the Issuer’s expense base, recommending
business development transactions including mergers and acquisitions, proposing changes to management, operations and the structure
of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect
to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times
as the Reporting Persons may deem advisable.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, each of the Reporting
Persons may be deemed to be the beneficial owner of 1,460,019 Shares, constituting 19.99% of the Shares, based upon 7,303,748 Shares
outstanding as of the date hereof, as adjusted for warrants of the Issuer beneficially owned by the Reporting Persons. Each of
the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote
of 1,460,019 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 1,460,019 Shares.
There have been no transactions in the Shares
by the Reporting Persons during the past sixty days
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information set forth in Item 4 above is
incorporated by reference in its entirety in this Item 6.
The Master Fund currently holds 8,957,654 warrants
of the Issuer, subject to blocker provisions that prevent the Master Fund from exercising the warrants if it would be more than
a 4.99%, 9.99% or 19.99% (as applicable) beneficial owner of the Shares following any such exercise.
The Reporting Persons do not have any contract,
arrangement, understanding or relationship 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.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A:
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Joint Filing Agreement
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Exhibit B:
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Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on June 4, 2020)
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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.
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June 11, 2020
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(Date)
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Armistice Capital, LLC*
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund Ltd.
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd*
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/s/ Steven Boyd
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* The Reporting Person disclaims beneficial
ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be
deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that
this Amendment No. 2 to Schedule 13D, dated June 11, 2020, relating to the Common Stock, $0.001 par value, of Tetraphase Pharmaceuticals,
Inc. shall be filed on behalf of the undersigned.
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June 11, 2020
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(Date)
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Armistice Capital, LLC
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund Ltd.
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By: /s/ Steven Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd
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/s/ Steven Boyd
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