NSPX~~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.
(a)
Amount beneficially owned:
Sabby Healthcare Master Fund, Ltd. - 4,681,207
Sabby Volatility Warrant Master Fund, Ltd. - 4,681,207
Sabby Management, LLC - 4,681,207
Hal Mintz - 4,681,207
(b)
Percent of class:
Sabby Healthcare Master Fund, Ltd. - 9.99%
Sabby Volatility Warrant Master Fund, Ltd. - 9.99%
Sabby Management, LLC - 9.99%
Hal Mintz - 9.99%
( (c)
Number of shares as to which the person has:
Sabby Healthcare Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
4,681,207
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
4,681,207
.
Sabby Volatility Warrant Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
4,681,207
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
4,681,207
.
Sabby Management, LLC
(i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
4,681,207
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
4,681,207
.
Hal Mintz
( (i)
Sole power to vote or to direct the vote
0
,
( (ii)
Shared power to vote or to direct the vote
4,681,207
,
( (iii)
Sole power to dispose or to direct the disposition of
0
,
( (iv)
Shared power to dispose or to direct the disposition of
4,681,207
.
As calculated in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, (i) Sabby Healthcare Master Fund,
Ltd. and Sabby Volatility Master Fund, Ltd. beneficially own 4,681,207
and 4,681,207 shares of the Issuer's common stock (common shares),
respectively, representing approximately 9.99% and 9.99% of the Common
Stock, respectively, and (ii) Sabby Management, LLC and Hal Mintz each
beneficially own 4,681,207 shares of the common shares,
representing approximately 9.99% of the common shares. Sabby Management,
LLC and Hal Mintz do not directly own any common shares, but
each indirectly owns 4,681,207 common shares. Sabby Management,
LLC, a Delaware limited liability company, indirectly owns
4,681,207 common shares because it serves as the investment manager of
Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master
Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns
4,681,207 common shares in his capacity as manager of Sabby Management,
LLC.
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
[].
?
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 or Control
Person.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Not applicable
?
Item 10.
Certification.
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.
?
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.
November 26, 2018
(Date)
Sabby Healthcare Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Management, LLC*
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
/s/ Hal Mintz*
Hal Mintz
*This Reporting Person disclaims beneficial ownership over the securities
reported herein except to the extent of its pecuniary interest therein.
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 1
----------
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13G
with respect to the beneficial ownership of common shares of
Inspyr Therapeutics, Inc. is filed jointly, on behalf of each of them.
Dated: November 26, 2018
Sabby Healthcare Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management
Ltd., a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management
Ltd., a Director
Sabby Management, LLC
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
/s/ Hal Mintz
Hal Mintz
