Empire's 13F-HR filing today for the quarter ended 3/31is showing them with 874,944 SONS shares as compared to 14,575,000 shares as of 12/31/14. That's quite a lot more than a 25% haircut, actually more like 94%. Somewhat confusedly, they also filed a 13G/A today showing they had 1,190,000 SONS shares as of May 15, so maybe they added something like 315K shares during the recent downdraft.
This from Benzinga:
Martin Shkreli @MartinShkreli Tweet: buying more $SPPI and becoming one of their largest shareholders. Raj has to go.
Price and volume spiked right around the time this came out. Coupled with yesterday's letter from Armistice, you'd have to think that SPPI COULD BE (note emphasis) put "in play". That probably wouldn't result in a share price that successful drug trials would bring as long-term holders such as tart have noted. The poison pill might hold off some low-ball bidders, though.
Dr. Shrotriya, two quarters ago, you announced, "I'm excited that we are at the beginning of a multi-year growth story." One year ago, you stated that Fusilev had, "solid patent coverage until 2022." Three years ago, you said, "all the naysayers…who believe that somehow Fusilev sales are going to go fall off the cliff, we have proven them wrong for eight quarters and you must take my word for it, we [will prove] them [wrong] forever." You once said you would submit a New Drug Application ("NDA") for apaziquone in 2013; 2013 became 2014, and now it is slated for late 2015. You reference not diluting shareholders, yet the share count has increased 35% over the past five years, excluding a convertible bond that was the equivalent of issuing 11.4 million shares at $10.53 per share. Including it, the share count has risen 58%. You say you own greater than 10% of the Company, yet our review of the Proxy Statement suggests a fully diluted stake of 5% at the current share price.
I will be the first to acknowledge that the business of forecasting is a thankless profession. Nonetheless, the disconnect between your statements and reality have created distrust in the investment community, employee turnover, shareholder lawsuit expense, and an SEC investigation that is on-going. The fact that neither you nor any fellow executive or board member has bought stock in the open market over the past two years only confirms the investment community's skepticism.
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On the night Spectrum Pharmaceuticals ("SPPI" or the "Company") lost its United States District Court case against Sandoz, exposing half of its revenue to potential generic competition, investors anxiously awaited the Company's response. Minutes after the court decision, an 8-K was filed. In it, the Company disclosed nearly $2 million of cash bonuses to its top four executives accompanied by increases in their base salaries. The next business day, three days later, the Company announced the court's decision.
Armistice Capital, LLC ("we") beneficially owns 5.4% of the outstanding shares of SPPI. We are a long-term shareholder of the Company. Recent events and underperformance necessitate intervention. As of Friday's close, SPPI stock has declined -22.2% over the past year, -47.7% over the past three years, and earned a +3.0% cumulative return over the past ten years. The Nasdaq Biotechnology Index has appreciated +55.8%, +187.0%, and +443.5% over the comparable periods.
We see no reason for SPPI to have redefined its peer group in this year's Form 10-K other than to mask the Company's underperformance. New additions, Theravance Biopharma ("TBPH") and Salix Pharmaceuticals ("SLXP"), have little in common with SPPI besides dismal share price performance in the second half of 2014. Regeneron ("REGN"), a stellar performer, was removed, but Dendreon ("DNDNQ"), a bankrupt entity with no on-going operations, was kept. AMAG Pharmaceuticals ("AMAG"), a perfect comparable with terrific total shareholder return, was not included.
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From the filing:
This Schedule 13D is being filed to report that Armistice Capital, LLC, a Delaware limited liability company ("Armistice Capital"), Armistice Capital Master Fund, Ltd., a Cayman Islands corporation (the "Master Fund") and Steven Boyd, a United States citizen, each beneficially own 5.4% of the Shares. Armistice Capital, the Master Fund and Mr. Boyd are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
Purpose of Transaction.
On May 11, 2015, Armistice Capital sent a letter (the "Letter") to the Issuer's Chairman and Chief Executive Officer, Rajesh C. Shrotriya, MD, and its Board of Directors (the "Board"). In the Letter, Armistice stated its view that the Issuer continues to underperform its peers and that a number of opportunities exist to rectify this underperformance and create significant value for shareholders based on actions within the control of management and the Board. In the Letter, Armistice Capital outlines a broad plan to improve the Issuer's performance; detailing action that management should take to reduce operating expenses, restructure the Issuer's operations to enhance efficiency and better align the incentives of management with shareholders. The Letter states that Armistice Capital believes the Issuer can create significant value for shareholders through a combination of reducing management compensation and employee headcount, significantly curtailing research and development, eliminating excessive corporate offices, and focusing on in-licensing and co-promotion opportunities. Further, Armistice Capital requests in the Letter that the Issuer initiate a complete or partial sale of the Issuer and suggests structures based on past transactions for doing so. Armistice states in the Letter that it welcomes discussing all of the points outlined in the Letter in more detail with Dr. Shrotriya and the Board.
The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit B, and is incorporated, herein by reference.
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
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 and investment strategy, 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 the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, 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.
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.
Item 8.01. Other Events.
Amarin and independent physicians, in support of improved patient care, seek a judicial declaration to allow Amarin to communicate to healthcare professionals the ANCHOR clinical study results and the state of research on the potential effect of Vascepa® (icosapent ethyl) capsules on the risk of cardiovascular disease.
On May 7, 2015, Amarin Pharma, Inc., a wholly-owned subsidiary of Amarin Corporation plc, and four independent physicians, in support of improved patient care, filed a lawsuit to permit Amarin to share truthful and non-misleading information with healthcare professionals in the United States that would be considered off-label by the Food and Drug Administration (FDA). The lawsuit, captioned Amarin Pharma, Inc., et al. v. Food & Drug Administration, et al., was filed in the United States District Court for the Southern District of New York. It seeks a judicial declaration that FDA regulations limiting off-label promotion of such truthful and non-misleading information are unconstitutional under the First Amendment (freedom of speech) or Fifth Amendment (restriction against vague laws) as applied in this case to Amarin’s proposed promotion of Vascepa. The physicians in the suit regularly treat patients at risk of cardiovascular disease and, as the complaint contends, have First Amendment rights to receive truthful and non-misleading information from Amarin. The suit is based on the principle that better informed physicians make better treatment decisions for their patients.
The lawsuit seeks a court declaration that Amarin may communicate to healthcare professionals (not the general public) the following information with respect to Vascepa:
• efficacy data from Amarin’s ANCHOR clinical trial of Vascepa in patients with high triglyceride levels despite statin therapy, which met all primary and secondary endpoints and was conducted under a special protocol assessment agreement with FDA (safety data is already reflected in approved Vascepa labeling);
• the qualified health claim that the FDA has permitted for over a decade for omega-3 dietary supplement products: “Supportive but not conclusive research shows that consumption of EPA and DHA omega-3 fatty acids may reduce the risk of coronary heart disease;” and
• peer-reviewed scientific publications relevant to the potential effect of EPA on the reduction of the risk of coronary heart disease.
The use covered by the ANCHOR study is consistent with multiple national and international medical treatment guidelines and position statements and relevant to millions of patients on statin therapy still at risk of cardiovascular disease. In the complaint, Amarin has proposed disclaimers be used to ensure the truthful information communicated is not misleading, including that the effect of Vascepa on cardiovascular risk has not been determined and that FDA has not approved Vascepa to reduce the risk of coronary heart disease or for the use studied in the ANCHOR trial.
The plaintiffs contend that broader communication of truthful information about Vascepa will improve patient care by making physicians better informed with current scientific data before deciding how to treat patients consistent with multiple national and international medical treatment guidelines. Currently, FDA regulations restricting off-label promotion limit this type of truthful and non-misleading communication, preventing most physicians from making fully-informed treatment decisions.
The lawsuit does not:
• seek to compel the FDA to approve an expanded indication for Vascepa based on the ANCHOR trial results;
• require the court to evaluate whether FDA’s scientific conclusions about Vascepa are right or wrong;
• seek to strike down off-label promotion laws and regulations as facially unconstitutional; or
• challenge the government’s ability to prohibit pharmaceutical companies, including Amarin, from disseminating false or misleading information about their products.
On 04/22/2015, they purchased 13,230 MLNK shares at an average of $3.7347.
That brought their direct holdings to 2,445,036 shares.
With the 4/22 buy, they've now been in the market for MLNK shares 3 days in a row, albeit in a small way. With the drop in share price yesterday & today, you would think that they took advantage of that to add even more shares to their position. We'll know for sure on Monday.
On 04/10/2015, they bought 800 shares at $3.75
On 04/20/2015, they bought 200 shares at $3.75
On 04/21/2015, they bought 2,900 shares at an average of $3.7479.
That brought their direct MLNK holdings up to 2,431,806 shares. A total of 3,900 shares purchased is not, in itself, all that earth-shaking; but HnH's last reported MLNK share purchase was on March 26. I don't know whether that means they will start buying on an almost daily basis as they did in the Jan-Mar period, but we'll soon see. In looking at the PRICE at which their recent purchases were made, I guess it's possible that they were waiting until the share price got back down into this range. Their filings indicate that their MLNK purchases were made with "working capital", so it's possible that the hiatus was due to cash flow issues at H&H. My surmise had been that they were in a "quiet period" prior to some known corporate event which precluded further share purchases, but that may not be the case as evidenced by these recent buys.
One thing to bear in mind is MLNK's $100M shelf registration, which officially became effective March 9th.
Lastly, all555american, if you're reading this, do I remember you saying that MLNK was changing their reporting period from a fiscal to a calendar year? If so, that would mean we'd see an interim report somewhere around May 10.
amatie, yes it's true that MLNK has a big MED stake - 1,265,375 shares to be exact. Not sure if it's an "opportunistic" investment or if they're looking at a possible takeover. Once MLNK announced its MED stake, MED put a poison pill in place, but that wouldn't necessarily stop a takeover. One other MED shareholder, Engaged Capital, pushed MED into restructuring their B.O.D. Warren Lichtenstein, of Steel Partners has told MED they need to expand nationally & internationally, and we've speculated here that perhaps MLNK is looking to get the packaging business from MED.
As to Steel Partner's stake in MLNK, I've tried to regularly track their holdings - I believe most recently it was about 35% of the 52M shares outstanding. The ownership is spread among several Steel entities - HnH, Steel, WHX, SPH Group, et al., so maybe Yahoo hasn't picked up on that.
Incidentally, Handy & Harman, which had stopped buying MLNK shares about a month ago, reported 3 small new buys in an SEC filing yesterday. I'll try to put up the numbers in another post today.
Yesterday, MLNK dir. Philip E. Lengyel sold 12,575 of his share for an average price of $3.958.
He continues to hold 22,222 shares.
I don't see any other SEC filings tonight, which I think means that HnH didn't buy any shares on Monday.
On 03/19/2015, they bought 497 shares at a price of $3.68.
On 03/20/2015, they bought 128,553 shares at an average price of $3.6997.
That bring the total of their direct holdings to 2,427,906 shares.
The 128,553-share buy on Friday confirms my suspicion that they were in the market for more than their usual amount. Today's volume and bump in price make me think they were at it again today, and if so, we should see an amended 13D filing very soon laying out the group's total position - I think it's somewhere around 35% of shares outstanding.
My trading site is showing volume of 588,800 shares today. It's possible we may see an after hour trade, but for MLNK this is fairly high daily volume (I believe the average is pretty close to 200,000). The last occasion that MLNK volume surpassed 500K, we found out that HnH was the buyer of 273K of those shares (Mar 6), so it may be logical to assume HnH was buying a bit more today - we'll soon know. IF HnH was a big buyer and bought their average quota of shares yesterday, we should soon see a new amended 13D filing.