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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the SecuritiesExchange Act of 1934
(Amendment No. 3)*
Conformis, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
20717E200
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate therule pursuant to which this Schedule
is filed:
x
Rule13d-1(b)
o
Rule13d-1(c)
o
Rule13d-1(d)
*The remainder of this cover page shall befilled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and forany subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder ofthis 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 provisionsof the Act (however, see
the Notes).
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CUSIP No. 20717E200 Page 2of 8 Pages
SCHEDULE 13G/A
1 NAME OF REPORTING
PERSONS
Armistice Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
480,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
480,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.00%
12 TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 20717E200 Page3 of 8 Pages
SCHEDULE 13G/A
1 NAME OF REPORTING
PERSONS
Steven Boyd
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
480,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
480,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.00%
12 TYPE OF REPORTING PERSON
IN, HC
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CUSIPNo. 20717E200 Page 4of 8 Pages
SCHEDULE 13G/A
Item 1. (a) Name of Issuer
Conformis, Inc.
Item 1. (b) Address of Issuer's PrincipalExecutive Offices
600Technology Park Drive
Billerica,MA 01821
Item 2. (a) Names of Person Filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
Item 2. (b) Address of Principal Business Office:
ArmisticeCapital, LLC
510Madison Avenue, 7th Floor
NewYork, New York 10022
UnitedStates of America
Steven Boyd
c/oArmistice Capital, LLC
510Madison Avenue, 7th Floor
NewYork, New York 10022
UnitedStates of America
Item 2. (c) Citizenship:
Armistice Capital, LLC - Delaware
Steven Boyd - United States of America
Item 2. (d) Title of Class of Securities
Common Stock, $0.00001 par value ("Shares")
Item 2. (e) CUSIP No.:
20717E200
CUSIP No. 20717E200 Page 5of 8 Pages
SCHEDULE 13G/A
Item 3. Ifthis statement is filed pursuant to (s)(s)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) x An investment adviser in accordance
with (s)240.13d-1(b)(1)(ii)(E);
(f) .. An employee benefit plan or endowment fund in
accordance with (s)240.13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in
accordance with (s)240.13d-1(b)(1)(ii)(G);
(h) .. A savings associations 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) .. A non-U.S. institution in accordance
with (s)240.13d-1(b)(1)(ii)(J);
(k) .. A group, in accordance with (s)240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s)240.13d-1(b)(1)(ii)(J), please specify the type of institution:
CUSIPNo. 20717E200 Page6 of 8 Pages
SCHEDULE 13G/A
Item4. Ownership
Providethe following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a)Amount beneficially owned as of December 31, 2022:
ArmisticeCapital, LLC - 480,000
StevenBoyd - 480,000
(b)Percent of Class as of December 31, 2022:
ArmisticeCapital, LLC - 6.00%
StevenBoyd - 6.00%
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote
ArmisticeCapital, LLC - 0
StevenBoyd - 0
(ii)Shared power to vote or to direct the vote
ArmisticeCapital, LLC - 480,000
StevenBoyd - 480,000
(iii)Sole power to dispose or to direct the disposition of
ArmisticeCapital, LLC - 0
StevenBoyd - 0
(iv)Shared power to dispose or to direct the disposition of
ArmisticeCapital, LLC - 480,000
StevenBoyd - 480,000
Thepercentage of Shares reported to be beneficially owned by the Reporting
Persons are based on 7,996,756 Shares outstanding as ofNovember 9, 2022, as
reported on the Issuer's Form 8-K filed with the Securities and Exchange
Commission on November 9,2022.
Armistice Capital, LLC ("Armistice Capital") is the investment manager of
Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of
the Shares, and pursuant to an Investment Management Agreement, Armistice
Capital exercises voting and investment power over the securities of the
Issuer held by the Master Fund and thus may be deemed to beneficially own the
securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing
member of Armistice Capital, may be deemed to beneficially own the securities
of the Issuer held by the Master Fund. The Master Fund specifically disclaims
beneficial ownership of the securities of the Issuer directly held by it by
virtue of its inability to vote or dispose of such securities as a result of
its Investment Management Agreement with Armistice Capital.
Item5. 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 beneficialowner of more than five
percent of the class of securities, check the following [ ].
Item6. Ownership of More Than Five Percent on Behalf of Another Person
TheMaster Fund, a Cayman Islands exempted company that is an investment
advisory client of Armistice Capital, has the right to receivedividends from,
or the proceeds from the sale of, the reported securities.
Item7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the ParentHolding Company or Control Person
Not Applicable.
Item8. Identification and Classification of Members of the Group
Not Applicable.
Item9. Notice of Dissolution of Group
Not Applicable.
Item10. Certification
Bysigning below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are heldin the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing orinfluencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participantin any transaction having that purpose or effect.
CUSIP No. 20717E200 Page7 of 8 Pages
SCHEDULE 13G/A
SIGNATURE
After reasonable inquiryand to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
Armistice Capital, LLC
By:
/s/ Steven Boyd
Steven Boyd
Managing Member
By:
/s/ Steven Boyd
Steven Boyd
CUSIP No. 20717E200 Page 8of 8 Pages
SCHEDULE 13G/A
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G/A, is filed on behalf of each of the undersignedand that all subsequent
amendments to this statement on Schedule 13G/A, shall be filed on behalf of
each of the undersignedwithout the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsiblefor the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it containedtherein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except tothe extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: February 14, 2023
Armistice Capital, LLC
By:
/s/ Steven Boyd
Steven Boyd
Managing Member
By:
/s/ Steven Boyd
Steven Boyd