UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Antares Pharma, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
036642106
(CUSIP Number)
July 27, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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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 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 purposes 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).
Page 1 of 9 Pages
CUSIP No. 036642106 13G Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Empery Asset Management, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)
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(12) TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 036642106 13G Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Ryan M. Lane
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
[ ]
------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.99% (see Item 4)
------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 036642106 13G Page 4 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Martin D. Hoe
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [X]
(b) [ ]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,661,067 shares of Common Stock
Warrants to purchase 1,625,000 shares of Common Stock
(see Item 4)
------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
[ ]
------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.99% (see Item 4)
------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
-------------------------------------------------------------------------------
CUSIP No. 036642106 13G Page 5 of 9 Pages
Item 1.
(a) Name of Issuer
Antares Pharma, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
250 Phillips Blvd., Suite 290
Ewing, NJ 08618
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who are
collectively referred to herein as "Reporting Persons," with respect to
the shares of Common Stock (as defined in Item 2(d) below) of the Company:
INVESTMENT MANAGER
(i) Empery Asset Management, LP (the "Investment Manager"), with respect
to the shares of Common Stock held by certain funds and managed
accounts to which the Investment Manager serves as investment
manager (collectively, the "Empery Funds").
REPORTING INDIVIDUALS
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common
Stock held by the Empery Funds.
(iii) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common
Stock held by the Empery Funds.
The Investment Manager serves as the investment manager to each of the
Empery Funds. Each of the Reporting Individuals is a Managing Member of
Empery AM GP, LLC (the "General Partner"), the general partner of the
Investment Manager.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
120 Broadway, Suite 1019
New York, New York 10271
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.01 par value (the "Common Stock")
Item 2(e) CUSIP Number
CUSIP No. 036642106 13G Page 6 of 9 Pages
036642106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information as of the filing date required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The Company's
Prospectus filed pursuant to Rule 424(b)(5) on July 24, 2009, indicates that the
total number of outstanding shares of Common Stock upon completion of the
offering made pursuant to such Prospectus is 78,674,666. The percentages set
forth on Row 11 of the cover page for each Reporting Person is based on the
Company's outstanding shares of Common Stock and, subject to the Blocker (as
defined below), assumes the exercise of the reported warrants. Pursuant to the
terms of the reported warrants, the Reporting Persons cannot exercise any of
these warrants until such time as the Reporting Persons would not beneficially
own, after any such exercise, more than 4.99% of the outstanding shares of
Common Stock (the "Blocker").
As of July 27, 2009, each of the Reporting Persons may have been deemed the
beneficial owner of 4,062,500 shares of Common Stock beneficially owned by the
Empery Funds. The Empery Funds also held warrants to purchase 1,625,000 shares
of Common Stock. However, at that time the Reporting Persons were not able to
exercise any of the warrants due to the Blocker.
CUSIP No. 036642106 13G Page 7 of 9 Pages
Therefore as of July 27, 2009, each of the Reporting Persons may have been
deemed to beneficially own 5.16% of the outstanding shares of Common Stock of
the Company. The foregoing should not be construed in and of itself as an
admission by any Reporting Person as to beneficial ownership of shares of Common
Stock owned by another Reporting Person.
Since July 27, 2009, the Empery Funds sold a portion of their shares of Common
Stock such that as of the date hereof, the Reporting Persons ceased to be the
beneficial owner of 5% of the shares of Common Stock of the Company.
The Investment Manager, which serves as the investment manager to the Empery
Funds, may be deemed to be the beneficial owner of all shares of Common Stock
owned by the Empery Funds. Each of the Reporting Individuals, as Managing
Members of the General Partner of the Investment Manager with the power to
exercise investment discretion, may be deemed to be the beneficial owner of all
shares of Common Stock owned by the Empery Funds. Each of the Investment Manager
and the Reporting Individuals hereby disclaims any beneficial ownership of any
such shares of Common Stock, except for their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
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]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its 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.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of July 31, 2009, by and among
Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe.
CUSIP No. 036642106 13G Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: July 31, 2009
EMPERY ASSET MANAGEMENT, LP
By: EMPERY AM GP, LLC, its General
Partner
/s/ Ryan M. Lane
---------------------------------
RYAN M. LANE
By: /s/ Ryan M. Lane
--------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ MARTIN D. HOE
-----------------------------------
MARTIN D. HOE
CUSIP No. 036642106 13G Page 9 of 9 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the common
stock, par value $0.01 per share of Antares Pharma, Inc. is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of July 31, 2009
EMPERY ASSET MANAGEMENT, LP
By: EMPERY AM GP, LLC,
its General Partner /s/ Ryan M. Lane
---------------------------------
RYAN M. LANE
By: /s/ Ryan M. Lane
---------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ MARTIN D. HOE
-------------------------------------
MARTIN D. HOE