Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Oncternal
Therapeutics, Inc.
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(Name
of Issuer)
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
December
31, 2020
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X]
Rule 13d-1(b)
[_]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
__________
*
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 the disclosures provided
in a prior cover page.
The
information required in 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).
1.
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NAME OF REPORTING PERSONS
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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 (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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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 WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,280,930
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,280,930
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,280,930
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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3.0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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1.
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NAME
OF REPORTING PERSONS
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Steven Boyd
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [_]
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(b) [_]
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3.
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SEC USE ONLY
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|
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|
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4.
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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 WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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|
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|
|
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1,280,930
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|
|
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7.
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SOLE DISPOSITIVE POWER
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|
|
|
|
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0
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|
|
|
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8.
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SHARED DISPOSITIVE POWER
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|
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1,280,930
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|
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
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1,280,930
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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3.0%
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|
|
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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Item 1.
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(a).
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Name of Issuer:
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Oncternal
Therapeutics, Inc.
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(b).
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Address of Issuer's Principal Executive Offices:
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12230
El Camino Real, Suite 300
San
Diego, California 92130
United
States of America
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Item 2.
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(a).
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Name of Person Filing:
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Armistice
Capital, LLC
Steven
Boyd
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(b).
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Address of Principal Business Office, or if
None, Residence:
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Armistice
Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United
States of America
Steven
Boyd
c/o
Armistice Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United
States of America
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(c)
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Citizenship:
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Armistice
Capital, LLC – Delaware
Steven
Boyd – United States of America
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(d).
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Title of Class of Securities:
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Common
Stock, $0.001 par value
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(e).
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CUSIP Number:
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68236P107
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Item 3.
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If This
Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank as defined
in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company
as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit
plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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[_]
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Group, in accordance
with s.240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount beneficially owned:
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Armistice
Capital, LLC – 1,280,930
Steven
Boyd – 1,280,930
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(b)
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Percent of class:
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Armistice
Capital, LLC – 3.0%
Steven
Boyd – 3.0%
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to
direct the vote
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Armistice
Capital, LLC – 0
Steven
Boyd – 0
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(ii)
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Shared power to vote or to direct the vote
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Armistice
Capital, LLC – 1,280,930
Steven
Boyd – 1,280,930
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(iii)
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Sole power to dispose or to direct the disposition
of
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Armistice
Capital, LLC – 0
Steven
Boyd – 0
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(iv)
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Shared power to dispose or to direct the disposition
of
|
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|
|
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Armistice
Capital, LLC – 1,280,930
Steven
Boyd – 1,280,930
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Item 5.
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Ownership of Five Percent
or Less of a Class.
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If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More
Than Five Percent on Behalf of Another Person.
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If any other person
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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Armistice Capital Master Fund Ltd., a Cayman Islands exempted company
that is an investment advisory client of Armistice Capital, LLC, has the right to receive dividends from, or the proceeds from
the sale of, the reported securities.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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N/A
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Item 8.
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Identification and
Classification of Members of the Group.
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If a group has filed
this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c)
or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item 9.
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Notice of Dissolution
of Group.
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Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5.
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N/A
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Item 10.
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Certification.
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By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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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Armistice Capital, LLC
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By: /s/ Steven Boyd
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Steven Boyd
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Managing Member
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/s/ Steven Boyd
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Steven Boyd
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
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. 1 to Schedule 13G dated February 16, 2021 relating to the Common Stock, $0.001 par
value, of Oncternal Therapeutics, Inc. shall be filed on behalf of the undersigned.
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Armistice Capital, LLC
|
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|
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By: /s/ Steven Boyd
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Steven Boyd
|
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Managing Member
|
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/s/ Steven Boyd
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Steven Boyd
|
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