0000899243-23-017669.txt : 20230801 0000899243-23-017669.hdr.sgml : 20230801 20230801170546 ACCESSION NUMBER: 0000899243-23-017669 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230731 FILED AS OF DATE: 20230801 DATE AS OF CHANGE: 20230801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riga Thomas J CENTRAL INDEX KEY: 0001726378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35006 FILM NUMBER: 231132685 MAIL ADDRESS: STREET 1: 11500 S. EASTERN AVE., SUITE 240 CITY: HENDERSON STATE: NV ZIP: 89052 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000831547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930979187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11500 S. EASTERN AVE., SUITE 240 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 702-835-6300 MAIL ADDRESS: STREET 1: 11500 S. EASTERN AVE., SUITE 240 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: NEOTHERAPEUTICS INC DATE OF NAME CHANGE: 19960819 FORMER COMPANY: FORMER CONFORMED NAME: AMERICUS FUNDING CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-07-31 1 0000831547 SPECTRUM PHARMACEUTICALS INC SPPI 0001726378 Riga Thomas J 2 ATLANTIC AVENUE BOSTON MA 02110 1 1 0 0 See Remarks 0 Common Stock, $0.001 par value 2023-07-31 4 D 0 317474 D 0 D Common Stock, $0.001 par value 2023-07-31 4 D 0 204471 D 0 D Common Stock, $0.001 par value 2023-07-31 4 D 0 1317694 D 0 D Stock Option (Right to Buy) 0.38 2023-07-31 4 D 0 3112000 D Common Stock 3112000 0 D Stock Option (Right to Buy) 0.63 2023-07-31 4 D 0 2567440 D Common Stock 2567440 0 D Stock Option (Right to Buy) 1.29 2023-07-31 4 D 0 1078500 D Common Stock 1078500 0 D Represents shares of the Issuer disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2023, by and among the Issuer, Assertio Holdings, Inc., a Delaware corporation ("Acquiror"), and Spade Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, in exchange for consideration of (a) 0.1783 of a share of the common stock of Acquiror and cash in lieu of fractional shares (the "Upfront Consideration") and (b) a contingent value right ("CVR") to receive up to an additional $0.20 per common share (subject to adjustment), payable in cash or common stock of Acquiror at the election of Acquiror, upon the achievement of certain milestones, (the Upfront Consideration plus one CVR, collectively, the "Merger Consideration") on the effective date of the merger. Represents shares of the Issuer covered by a restricted stock award, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration. Represents shares underlying restricted stock units of the Issuer, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration. Stock options of the Issuer (the "Company Options") were canceled in the merger and (i) if the Company Option had an exercise price less than the Upfront Consideration, it was exchanged for (1) common stock of the Acquiror with a value equal to the quotient of (A) the product of (x) the total number of common stock of Issuer underlying the Company Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Company Option, divided by (B) the average of the daily volume-weighted average price per share of the common stock of Acquiror calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (2) a number of CVRs equal to the number of shares of common stock of the Issuer underlying such Company Option, (ii) if the Company Option had an exercise price equal to or greater than the Upfront Consideration and less than the Merger Consideration, (Continued from Footnote 4) it was exchanged for a number of CVRs equal to the number of common stock of the Issuer underlying such Company Option (reduced by the amount that the exercise price exceeds the Upfront Consideration) and (iii) if the Company Option had an exercise price equal to or greater than the Merger Consideration, it was canceled for no consideration. President and Chief Executive Officer By: Keith M. McGahan For: Thomas J. Riga 2023-08-01