ARMISTICE CAPITAL, LLC

Armistice Capital, LLC (“Armistice”), a Delaware limited liability company, is an investment management firm located in New York that commenced operations on May 1, 2012. Steven J. Boyd (the “Managing Member”) is Armistice’s principal and majority owner. Armistice provides discretionary investment advisory services to private investment funds (the “Funds” or the “Advisory Clients”), which include: Armistice Capital Fund LP, a Delaware limited partnership that launched on July 1, 2012 (the “Domestic Fund”); Armistice Capital Offshore Fund Ltd., an exempted company incorporated under the laws of the Cayman Islands that launched on August 1, 2012 (the “Offshore Fund”); and Armistice Capital Master Fund Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Master Fund”) that launched on July 1, 2012. The Domestic Fund and the Offshore Fund (together, the “Feeder Funds”) invest substantially all of their assets in the Master Fund, through a master-feeder fund structure. It should also be noted that Armistice Capital GP, LLC (the “General Partner”), an affiliate of Armistice, is also majority owned by Mr. Boyd and acts as General Partner to the Domestic Fund. The Feeder Funds, through their investments in the Master Fund, seek to achieve long-term capital appreciation by employing an opportunistic global long/short strategy for investing primarily in equity securities, equity-related instruments, debt investments, and other assets. In all of its investing activities, the Funds seek to emphasize capital preservation and seek to mitigate risk through various hedging strategies at both the position and portfolio levels. To achieve this objective, the Funds seek to focus on strategic value, event, and thematic investment opportunities (both long and short) in a variety of industries. It should be noted that the Funds invest a portion of their assets in illiquid investments (with some limitation), including, investments in securities of non-public companies. While it is anticipated that the Funds will continue to invest primarily in equities and equity-related securities in the both the U.S. and non-U.S. markets, Armistice has broad and flexible investment authority with respect to the Funds. The Funds have entered into and may in the future enter into agreements (“Side Letters”) with certain prospective or existing investors whereby such investors are subject to terms and conditions that are more advantageous than those set forth in the respective Fund’s offering documents. The modifications are solely at the discretion of Armistice and may, among other things, be based on the size of the investor’s investment in the Funds, an agreement by an investor to maintain such investment in the Funds for a significant period of time, or other similar commitment by an investor to the Funds. As of December 31, 2025, Armistice managed approximately $4,725,000,000 of regulatory assets on a discretionary basis.

The fee schedules for the Funds are described in detail in each of the respective Fund’s offering memorandum. As a general matter, Armistice (or an affiliate) is paid an annual asset-based fee (the “Management Fee”) and, in some cases, receives performance compensation (the “Incentive Allocation”) from the Funds. Armistice receives a quarterly management fee calculated at an annual rate ranging from 1.25% to 1.75% of each investor’s capital account (the “Management Fee”), depending on the series to which such investor is subscribed (and subject to the caveat regarding waivers or modifications noted below). The Management Fee is paid quarterly in advance, based on the value of each investor’s capital account, as of the first business day of each calendar quarter. The Management Fee is prorated for any period that is less than a full quarter and will be adjusted for contributions and withdrawals/redemptions made during the quarter. To the extent Armistice receives the Management Fee at the Master Fund level, no Management Fee is paid at the Feeder Fund level. Subject to a loss carryforward provision, at the end of each fiscal year (December 31), the General Partner, as the holder of certain allocation class shares of the Master Fund, receives at the Master Fund level an annual incentive allocation ranging from 19% to 20% of the net profits (including realized and unrealized gains and losses), if any, attributable to each investor’s capital account (the “Incentive Allocation”), depending on the series to which such investor is subscribed. When calculating the Incentive Allocation at the Master Fund level, net profits are reduced by the Management Fee, and all items of income, loss, and expenses incurred at the Feeder Fund level are taken into account. The Feeder Funds may in the future make the Incentive Allocation at the Feeder Fund level, and in such case, no Incentive Allocation will be made at the Master Fund level. In the event that an investor withdraws/redeems capital (in whole or in part) or retires at any time other than at the end of a fiscal year, the deduction of the Incentive Allocation would be made with respect to such investor as though the withdrawal/redemption was being made at the end of a fiscal year. Under a loss carryforward provision, no Incentive Allocation will be made from the capital account of a particular investor until any net loss previously allocated to the capital account of such investor has been offset by subsequent net profits. Any such loss carryforward will be subject to reduction for withdrawals/redemptions on a pro rata basis. The General Partner/Armistice has and may continue to waive or modify the Management Fee and/or Incentive Allocation for investors that are members, employees, or affiliates of the General Partner or Armistice, relatives of such persons, and for certain other investors. Armistice deducts applicable fees from each investor’s capital account. Investors do not have the ability to choose to be billed directly for fees incurred. The Funds pay the Management Fee; Fund legal, tax and regulatory compliance, filings and reporting (including, without limitation, expenses attributable to regulatory filings that are made with respect to assets of the Funds, such as Form PF, filings required to be made pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any similar non-U.S. filing obligations); fees of third-party compliance providers; administrator, audit and accounting fees and expenses (including thirdparty accounting services); fees and expenses of trading and portfolio management software; organizational expenses; portfolio risk monitoring and risk analysis services; portfolio valuation fees and expenses (including third-party valuation agents); fees and expenses of the establishment and ongoing operation of any Incubator Entity (as defined in Item 10); investment expenses (whether or not the related investments are consummated) such as commissions, research fees, and expenses (including research-related travel,

meals, and lodging, and market data and similar services); interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related insurance costs (including D&O and E&O insurance for Armistice and the General Partner and the Master Fund’s outside Directorship liability); the Master Fund’s Directors’ fees and expenses; fees and expenses of the Master Fund’s AML Officers and anti-money laundering compliance; the Feeder Funds’ pro rata share of the expenses of the Master Fund (which may include expenses of the Funds and other investment vehicles that invest in the Master Fund); and any other expenses related to the purchase, sale or transmittal of Fund assets. The Feeder Funds will indirectly bear the administrative and other expenses of the Master Fund pro rata based on their interest in the Master Fund. The Offshore Fund will also pay for its shareholder proxy voting services, its outside Directorship liability; its Board of Directors’ fees and expenses; and its fees and expenses of AML Officers and anti-money laundering compliance. It should be noted that the Funds bear the fees, expenses, and costs of any trade errors, except for any trade errors caused by Armistice’s gross negligence or willful misconduct. The Funds also pay for research with “soft” or commission dollars. Armistice has determined such research is within the safe harbor of Section 28(e) of the Exchange Act. Refer to Item 12 – Brokerage Practices for further information. Certain of Armistice’s determinations with respect to whether specific expenses should be borne by Armistice or by its Advisory Clients require subjective judgments. Armistice has a conflict of interest when making such judgments because Armistice will bear the costs of any expenses not allocated to an Advisory Client. Armistice seeks to allocate expenses in a manner that it deems to be fair and equitable. Armistice seeks to ensure that each Advisory Client only bears expenses that are permissible under the relevant Advisory Client’s organizational documents, and/or disclosure documents, and that shared expenses are allocated among Advisory Clients in a fair and reasonable manner. Neither Armistice nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. It is critical that investors/Advisory Clients refer to the relevant confidential private offering memorandum, explanatory memorandum, and other governing documents for a complete understanding of how Armistice is compensated, as well as a complete understanding of the Advisory Clients’ expenses and their withdrawal/redemption rights. The information contained herein is a summary only and is qualified in its entirety by such documents.

Methods of Analysis and Investment Strategy In determining a potential investment, Armistice utilizes an analytical framework that it believes will help filter out unattractive ideas by: (i) assessing the market expectations of the potential investment, (ii) collecting information and developing an independent point of view, (iii) identifying potential risks, (iv) calculating margin of safety, and (v) considering other key investment points such as business qualities and strengths, the prevailing view, sources of upside, level of uniqueness, risk/reward, trading downside, and catalysts. Armistice then considers investing in opportunities that it believes have the greatest asymmetric upside potential and shorting opportunities with the greatest asymmetric downside potential. Once it is determined that an investment opportunity exists (either long or short), Armistice typically employs a bottom-up analysis, assessing all components of the company’s capital structure. The analysis begins by dissecting the financial statements and projections of the investment with a focus on free cash flow development. In building its forecasts, Armistice generally relies on primary research, including government and third-party data, survey work, and consultants. In addition, Armistice, from time-to-time, engages investment and peer company management teams with conference calls, site visits, and face-toface meetings. Finally, Armistice seeks to determine where its view differs from consensus and lays out a sequence of anticipated events that will change the prevailing bias. Risks and rewards are defined and a target price is determined. Armistice determines position size first and foremost relative to absolute downside. Each investment is reviewed in light of the expected internal rate of return. Generally, Armistice seeks to take larger positions where the greatest potential risk adjusted return exists. However, position size may be influenced by the liquidity of the security or overall portfolio factors such as industry concentration, correlation, macroeconomic risk, and net long/short exposure. In addition, Armistice compares the estimated risk/reward of the potential investment with the estimated risk/reward of the Funds’ current investments, and the position is sized accordingly. Armistice seeks to re-examine each investment continuously on the basis of changes in key financial and other developments. Armistice seeks to exit an investment when the target price is achieved, asymmetry is no longer compelling, or Armistice’s thesis proves incorrect. The descriptions set forth in this Brochure of specific advisory services that Armistice offers to its Advisory Clients, and investment strategies pursued and investments made by Armistice on behalf of its Advisory Clients, should not be understood to limit in any way Armistice’s investment activities. Armistice may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Advisory Client’s investment objectives and guidelines. An investment in the Advisory Clients may be deemed speculative and is not intended as a complete investment program. Investing in the securities markets in general and in the Advisory Clients in particular involves significant risk. Investments in the Advisory Clients are appropriate for only experienced and sophisticated persons who meet certain eligibility criteria, are able to bear the economic risk of loss of some or all of an investment and have a limited need for liquidity. There can be no assurance that an Advisory Client will achieve its investment objective.

Material Risks The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Advisory Clients that Armistice advises. Nature of Investments: Armistice has broad discretion in making investments for the Funds. Investments primarily consist of equity securities, equity-related instruments, debt investments, and other assets that may be affected by, among other things, business, financial market, or legal uncertainties. There can be no assurance that Armistice will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of its investments. In addition, the value of the Funds’ portfolio may fluctuate as the general level of interest rates fluctuates. No guarantee or representation is made that the Funds’ investment objective will be achieved. Currency Hedging: While the Funds are denominated in U.S. dollars, some of the underlying investments of the Funds will typically be denominated in multiple currencies. Accordingly, any hedging of currency exposure that is implemented by the Funds will primarily involve hedging back to the U.S. dollar, but in certain circumstances may involve other hedging activities. If such hedges generate losses in any month or quarter, Armistice may liquidate a portion of the Funds’ investment portfolio to cover such losses. While the Funds generally try to hedge their overall currency exposure, there can be no assurance that such hedges will be effective. Lack of Diversification: Although the Funds have no investment restrictions with respect to types of securities, countries or industry sectors, the Funds’ portfolios have largely been invested in the healthcare and consumer sectors and may not be as diversified as other investment vehicles. Accordingly, the Funds’ portfolios may be subject to more rapid change in value than would be the case if the Funds were required to maintain a wide diversification. Convergence Risk: The Funds may pursue relative value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. In the event that the perceived mispricings underlying the Funds’ trading positions were to fail to converge toward, or were to diverge further from, Armistice’s expectations, the Funds may incur a loss. Short Sales: Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on the Funds’ portfolio. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. There is also the risk that the securities borrowed by the Funds in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Funds may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. The Funds’ inability to continue to borrow securities previously sold short may also force the Funds to unwind other elements of an investment position, possibly at a loss. Derivatives and Counterparty Risk: To the extent that the Funds invest in swaps, derivative or synthetic instruments, repurchase agreements, forward contracts, certain types of options, or other over-the-counter transactions or customized financial instruments, or, in certain circumstances, non-U.S. securities, the

Funds may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all securities and other assets deposited with custodians or brokers will be clearly identified as being assets (directly or indirectly) of the Funds, and hence the Funds should not be exposed to a credit risk with regard to such parties. However, it may not always be possible to achieve this segregation, and there may be practical, or time problems associated with enforcing rights to its assets in the case of an insolvency of any such party. Use of Leverage: The Funds utilize leverage. The use of leverage results in the Funds controlling more assets than the Funds have equity. Leverage increases the Funds’ returns if the Funds earn a greater return on investments purchased with borrowed funds than the Funds’ cost of borrowing such funds. However, the use of leverage exposes the Funds to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had the Funds not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Funds’ cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Funds’ assets, the Funds’ might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, Armistice may find it difficult or impossible to obtain leverage for the Funds. In such event, the Funds could find it difficult to implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Armistice being forced to unwind the Funds’ positions quickly and at prices below what Armistice deems to be fair value for such positions. Investment in Non-Public Companies: The Funds invest a portion of their assets in securities of non-public companies; provided, however, that such investments, including any Incubator Entity, will not exceed 3% of the Funds’ net asset value (measured at total cost at the time of each investment). From time to time certain of such investments may be, or may become, illiquid and may not have readily ascertainable fair market values. Valuation of such illiquid investments, taking into account the factors unique to such investments, will be made consistent with the Funds’ governing documents. Such valuations will affect the Funds’ performance reporting as well as the calculation of Management Fees and Incentive Allocation. In addition, the Funds may only be able to liquidate these investments, if at all, at disadvantageous prices, should Armistice determine, or it becomes necessary, to do so. Warrants and Rights: The Funds invest in or hold warrants and rights. Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance), on a specified date, during a specified period, or perpetually. Rights are similar to warrants, but normally have a shorter duration. Warrants and rights may be acquired separately or in connection with the acquisition of securities. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities, and a warrant or right ceases to have value if it is not exercised prior to its expiration date. Reliance on Steven Boyd: The Funds rely heavily on the services of Steven Boyd, the principal and Managing Member of Armistice. Mr. Boyd is responsible for all of the major decisions affecting the Funds and owns all of the intellectual property rights relating to the proprietary data and processes used in the Funds’ investment program. Should Mr. Boyd determine to discontinue managing the affairs of, or withdraw from, the General Partner and/or Armistice or should Mr. Boyd die, be incapacitated or, for some

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As described in Item 4, Armistice provides discretionary investment advisory services to private investment funds.

As described in Item 5, the General Partner may receive performance-based compensation from each of the Funds. As a result, Armistice is not subject to the conflicts of interest that could arise if it were to receive performance-based fees or compensation from some but not all of its Advisory Clients. It should be noted that performance-based compensation creates an incentive for Armistice to make investments that are riskier or more speculative than it would make in the absence of performance-based compensation. In addition, because the performance-based compensation is calculated on a basis that includes unrealized appreciation of the Advisory Clients’ assets, the performance-based compensation may be greater than if it were based solely on realized gains. Consistent with its fiduciary duty, Armistice only recommends an investment to an Advisory Client if it believes the investment to be in the Advisory Client’s best interest, and such recommendations are made independent of the consideration of potential performance-based compensation. Further, investors are provided with clear disclosure in applicable Fund documents as to how the performance-based compensation is charged.

Neither Armistice nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker dealer. Neither Armistice nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. The Managing Member and/or other employees serve on the board of directors for certain of the companies in which the Funds invests. They do not receive any compensation in relation to such activities. As detailed in Item 11, such employees are subject to restrictions on personal transactions, pre-clearance and have ongoing reporting obligations. Further, Armistice has from time to time opportunistically created, organized or otherwise utilized an entity that is either wholly-owned by the Funds or owned jointly with one or more other parties for purposes of holding, developing and/or monetizing assets acquired by the Funds (e.g., rights to develop a pharmaceutical drug purchased from a portfolio company) (each such entity, an “Incubator Entity”). Armistice may cause any such Incubator Entity to lease office space, purchase equipment, engage consultants and other service providers and/or retain employees; In that regard, certain personnel of Armistice perform services for or on behalf of an Incubator Entity, including as employees of such Incubator Entity; however, the Funds will not bear any portion of the compensation paid to any such personnel for such services.

Armistice has adopted a written Code of Ethics as part of its Compliance Manual, which sets forth a standard of business conduct that takes into account Armistice’s status as a fiduciary and requires Armistice employees or “Access Persons” to place the interests of the Advisory Clients above their own interests. The Code of Ethics includes provisions designed to (i) prevent improper personal trading by Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Armistice or securities holdings of the Advisory Clients; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Advisory Clients. The Code of Ethics imposes restrictions on personal transactions, including pre-clearance and reporting obligations on Access Persons. Specifically, in recognition of Armistice’s fiduciary obligations to the Advisory Clients, Armistice generally prohibits its Access Persons from trading in any Reportable Security, except exchange traded funds (or options on ETFs), private securities (including the Funds), or the closure of an existing investment the Access Person had prior to joining Armistice. Further, Armistice’s Code of Ethics requires each of its Access Persons to pre-clear any transactions in their personal accounts that involve a Reportable Security (other than exchange traded funds, including options on ETFs). Pre-clearance requests will be reviewed and then approved/denied by Armistice’s Chief Compliance Officer (or his designee), and in his absence, the Chief Financial Officer or Managing Member after careful consideration to the attendant conflicts of interests (if any). In the case of the Funds, a completed subscription agreement is evidence of pre-approval. Furthermore, in compliance with Rule 204A-1, each Access Person is required to submit to Armistice’s Chief Compliance Officer (or his designee) securities holdings reports upon the commencement of such person becoming an Access Person and on an annual basis thereafter. In addition, all securities transactions are reported by Access Persons on a quarterly basis. The Chief Compliance Officer (or his designee) reviews such reports upon receipt. A copy of Armistice’s Code of Ethics is available to clients or prospective clients upon request made to Armistice’s Chief Compliance Officer at 212-231-4930 or at compliance@armisticecapital.com. Armistice, its employees, or their related persons also invest directly in the Funds. It should be noted that investments in the Funds by Armistice, its employees, or related persons are generally not subject to the Management Fee and/or the Incentive Allocation described in Item 5. Further, investments made by the General Partner and certain of such related parties have less restrictive liquidity terms than those described in the Funds’ governing documents. Armistice employees also have received, and may continue to receive, more favorable liquidity terms than other of the Funds’ investors. The fact that Armistice, its affiliates, its employees or their related persons have a financial ownership interest in the Funds creates a conflict of interest in that it could cause Armistice to make different investment decisions than if such parties did not have such a financial ownership interest. However, as noted above, the Code of Ethics requires Access Persons to place the interests of the Advisory Clients above their own interests. Access Persons may also buy, sell, or otherwise invest in certain securities that Armistice also recommends to the Advisory Clients. Armistice seeks to monitor the potential conflicts of interest within the firm as it relates to Access Person’s personal trading. In doing so, such persons may take action for their own accounts that may differ from, conflict with or be adverse to action taken for an Advisory Client. Additionally, such activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for Advisory Clients. Each such Access Person transaction is strictly required to be made in accordance with Armistice’s Code of Ethics. In this regard, as noted above, employees are subject to pre-clearance and periodic reporting requirements of their holdings and securities transactions under the firm’s Code of Ethics. The Chief Compliance Officer reviews Access Persons’

personal transaction reports to make sure each Access Person is conducting his or her personal securities transactions in a manner that is consistent with the Code of Ethics. The General Partner, Armistice, each of their respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (hereinafter referred to as the “Affiliated Parties”) may have, make, and maintain investments in their own name or through other entities and may serve as an officer, director, consultant, partner, or stockholder of one or more investment funds, partnerships, securities firms, or advisory firms. Such other entities or accounts may have investment objectives or may implement investment strategies similar or different to those of the Advisory Clients. In addition, the Affiliated Parties may, through other investments, including other investment funds, have interests in the securities in which the Advisory Clients invest, as well as interests in investments in which the Advisory Clients do not invest. Armistice seeks to monitor the potential conflicts of interest within the firm as it relates to employees’ outside business activities. Employees must seek prior written approval from the Chief Compliance Officer before engaging in any outside business activities.

Armistice considers a number of factors in selecting brokers to execute transactions and determining the reasonableness of any such broker’s compensation. In selecting brokers or dealers to execute transactions, Armistice is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission. In selecting brokers and negotiating commission rates, Armistice will take into account the financial stability and reputation of brokerage firms, and the research, brokerage, or other services provided by such brokers. The research and other brokerage services provided by the broker executing trades are included in the commission rate. When Armistice uses Advisory Client brokerage commissions (or markups or markdowns) to obtain research or other products or services, it receives a benefit because it does not have to produce or pay for the research, products or service, and these benefits provide an incentive for Armistice to select a broker based on its interest in receiving such products or services, rather than on the Advisory Clients’ interest in receiving best execution. From time to time Armistice will cause the Advisory Clients to pay commissions (or markups or markdowns) higher than those charged by other brokers in return for soft dollar benefits (known as paying up), which results in higher transaction costs for the Advisory Clients. Although Armistice will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and, thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in) higher transaction costs than would otherwise be obtainable. However, Armistice seeks to actively negotiate lower transaction costs, primarily through reduced commissions, on behalf of the Advisory Clients. Research and brokerage services obtained by the use of commissions arising from certain of its Advisory Clients’ portfolio transactions are used by Armistice in its other investment activities and for other Advisory Clients, and, therefore, any one Advisory Client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Armistice limits the use of “soft dollars” to obtain research and brokerage services that fall within the Section 28(e) safe harbor. In the past year, research and related services furnished by brokers included, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial, and economic studies and forecasts; financial publications; discussions with research personnel and access to industry conferences hosted by brokers; meetings with corporate executives; data services (including services providing market data, company financial data, and economic data); advice from broker-dealers on order execution; and brokerage services within Section 28(e), including services related to the execution, clearing, and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between the Adviser and a brokerdealer and other relevant parties, such as custodians). Armistice addresses the conflicts of interest that arise in connection with its brokerage practices through its best execution review process. Armistice’s best execution review process includes an analysis of overall performance of brokers in light of the amount of business directed to such brokers. Further, soft dollar payments and arrangements are reviewed by the Chief Compliance Officer and/or the Chief Financial Officer to ensure such payments and arrangements are consistent with Armistice’s policies and comply with the safe harbor afforded by Section 28(e). The General Partner and Armistice receive consulting assistance services from the Funds’ prime brokers (the “Prime Brokers”), including with selecting third-party service providers. The Prime Brokers provide

such consulting assistance services in complement to, and not in place of, the independent professional advisors and service providers of the General Partner and Armistice. The benefits provided to the General Partner and Armistice by receipt of the consulting assistance services from the Prime Brokers assists the General Partner and Armistice, directly or indirectly, in the provision of efficient investment management services to the Advisory Clients and to other third parties. The receipt by the General Partner and Armistice of the assistance services from the Prime Brokers raises a conflict of interest for the General Partner and Armistice. The General Partner and Armistice manage such conflict by not allocating business or effecting transactions on behalf of the Advisory Clients with the Prime Brokers where doing so would conflict with the duty of the General Partner and Armistice to the Advisory Clients. In selecting brokers to execute transactions on behalf of the accounts of certain of its Advisory Clients, Armistice has placed (and may continue to place) transactions with a broker or dealer that (i) provides Armistice with the opportunity to participate in capital introduction events sponsored by the broker; or (ii) refers investors to a Fund, if otherwise consistent with seeking best execution. While Armistice recognizes that it has an incentive to favor a broker that provides capital introduction services to Armistice or otherwise refers prospective Fund investors, Armistice does not select brokers in recognition of the opportunity to participate in such capital introduction events or the referral of investors. Armistice acts in a fair and equitable manner in allocating investment and trading opportunities among the Advisory Clients. As of the date of this Brochure, Armistice’s only clients are the Funds. The Domestic Fund and the Offshore Fund invest substantially all of their assets in the Master Fund and Armistice maintains one trading account for the Master Fund, to which it allocates all investment opportunities.

Armistice does not receive economic benefits from non-clients for providing investment advice and other advisory services. Armistice has engaged promoters to whom it pays cash or a portion of the advisory fees paid by investors referred to it by each such promoter. When an investor is referred to Armistice by such promoters, this arrangement is disclosed in writing to the investor. Armistice’s referral activities are conducted in accordance with the Advisers Act, relevant SEC guidance and other applicable law.

There have been no legal or disciplinary events that are material to a prospective or current client’s valuation of Armistice’s advisory business or the integrity of Armistice’s management. .

The Advisory Clients’ portfolios are under continuous review by Mr. Boyd, Managing Member of Armistice. Mr. Boyd reviews the portfolio on a daily basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines, and the performance of the Advisory Clients. Additionally, the Chief Compliance Officer (or his designee) conducts frequent reviews of Armistice’s trading to ensure consistency with applicable laws and regulations. It should also be noted that significant market events affecting the prices of one or more securities in the Advisory Clients’ accounts, and/or changes in the investment objectives or guidelines of the Advisory Clients may trigger reviews of the Advisory Clients’ accounts. Investors in the Funds receive the following written reports: • performance estimates monthly; • unaudited statistical summaries of the Funds monthly; • investment letters periodically; • Schedules K-1 (for those investors in the Domestic Fund) annually; and • audited financial statements annually.

Armistice is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). Armistice is deemed to have custody of funds and securities held by the Advisory Clients because it has the authority to obtain possession of such funds or securities, for example, by deducting advisory fees from an Advisory Client’s account or otherwise withdrawing funds from an Advisory Client’s account. Armistice is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to review by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of the Funds’ respective fiscal years. Investors should carefully review such audited financial statements.

Armistice has discretionary authority to manage the Advisory Clients and is authorized to make purchase and sale decisions for the Advisory Clients pursuant to investment management agreements between Armistice and the Advisory Clients. Individual investors in the Funds do not have the ability to impose limitations on Armistice’s discretionary authority. Prospective investors in the Funds are provided with an offering memorandum and other relevant documentation prior to their investment and are encouraged to carefully review such materials, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors must also execute a subscription agreement, which constitutes a legal, valid, and binding obligation of the investor, and is enforceable in accordance with its terms. Further, prospective investors in the Domestic Fund must also execute a limited partnership agreement.

Armistice accepts the authority and has discretionary authority to vote proxies for the Advisory Clients. As such, Armistice has adopted proxy voting policies and procedures that address how Armistice votes proxies, including by taking into account that Armistice and its employees owe a fiduciary duty to the Advisory Clients. Prior to Armistice voting any proxies, the Chief Compliance Officer and the Managing Member determine if there are any material conflicts of interest related to the proxy in question by evaluating, among other considerations, whether Armistice has any relationship with the company (or an affiliate of the company) to which the proxy relates, outside of the Funds’ investment in such company. Proxies will be voted in a manner consistent with the long-term economic interest of the affected Advisory Client and in accordance with proxy voting instructions provided by the Managing Member. Armistice keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received, internal documents created that were material to voting decisions, and any client requests for proxy voting records and Armistice’s response. Advisory Clients may obtain (i) a copy of Armistice’s proxy voting policies and procedures, and (ii) information on how Armistice has voted proxies with respect to the Advisory Clients’ securities by contacting Armistice’s Chief Compliance Officer or the Chief Financial Officer at 510 Madison Avenue, 7th Floor, New York, NY 10022, telephone: 212-2314930.

Armistice is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.