If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* 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 disclosures provided in a prior cover page.
The information required on 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.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Tang Capital Partners, LP
|
2.
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC Use Only
|
4.
|
Source of Funds
WC
|
5.
|
Check If Disclosure of Legal Proceeding
Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
7,910,575
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
7,910,575
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,910,575
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
29.1%
|
14
|
Type of Reporting Person
PN
|
|
|
|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Tang Capital Management, LLC
|
2.
|
Check the Appropriate Box if a Member of
a Group
(a) ¨
(b) ý
|
3.
|
SEC Use Only
|
4.
|
Source of Funds
WC
|
5.
|
Check If Disclosure of Legal Proceeding
Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
7,910,575
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
7,910,575
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
7,910,575
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
29.1%
|
14
|
Type of Reporting Person
OO
|
|
|
|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Kevin Tang
|
2.
|
Check the Appropriate Box if a Member of
a Group
(a) ¨
(b) ý
|
3.
|
SEC Use Only
|
4.
|
Source of Funds
PF, WC, OO
|
5.
|
Check If Disclosure of Legal Proceeding
Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship or Place of Organization
United States
|
Number of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
310,000
|
8.
|
Shared Voting Power
7,910,575
|
9.
|
Sole Dispositive Power
310,000
|
10.
|
Shared Dispositive Power
7,910,575
|
11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
8,220,575
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ¨
|
13.
|
Percent of Class Represented by Amount
in Row (11)
30.2%
|
14
|
Type of Reporting Person
IN
|
|
|
|
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Explanatory Note: This Amendment
No. 12 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A (“Schedule 13D/A”) of Tang Capital
Partners, LP, a Delaware limited partnership, Tang Capital Management, LLC, a Delaware limited liability company, and Kevin Tang,
a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially
filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission on August 7, 2014, and amended on September
2, 2014, September 30, 2014, December 16, 2014, May 15, 2015, June 24, 2015, August 21, 2015, March 7, 2016, March 6, 2017, March
1, 2018, March 20, 2018 and January 14, 2019 (as amended, the “Statement”), with respect to the Common Stock, $0.0001
par value (the “Common Stock”), of La Jolla Pharmaceutical Company, a California corporation (the “Issuer”).
Items 3 and 5 of the Statement are hereby
amended to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement
shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such
terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended to add the following:
Since January 14, 2019, the Reporting
Persons have expended an aggregate of approximately $17.4 million to purchase 2,971,682 shares of the Issuer’s Common Stock.
Such purchases were effected through the open market. The Common Stock was acquired in the ordinary course of business. Subject
to the following paragraph, Tang Capital Partners, LP used its own funds for the purchases, none of which were borrowed or otherwise
obtained from any other source.
Tang Capital Partners, LP maintains commingled
margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required,
to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and
credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment
of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities
are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of
Common Stock reported herein.
Item 5. Interest in Securities of the
Issuer.
The information previously provided in
response to Item 5 of the Statement is hereby amended and restated by replacing the text thereof in its entirety with the following:
(a) Amount
beneficially owned and percentage of class:
|
Tang Capital Partners, LP
|
7,910,575 shares, representing 29.1% of the class
|
|
Tang Capital Management, LLC
|
7,910,575 shares, representing 29.1% of the class
|
|
Kevin Tang
|
8,220,575 shares, representing 30.2% of the class
|
Tang Capital Partners, LP is the beneficial
owner of 7,910,575 shares of the Issuer’s Common Stock and 3,519.315 shares of the Issuer’s Series C-12
Preferred. As described below, the shares of the Series C-12 Preferred owned by Tang Capital Partners, LP are
not currently convertible. Tang Capital Partners, LP shares voting and dispositive power over such shares of Common Stock
and Series C-12 Preferred with Tang Capital Management, LLC and Kevin Tang.
Tang Capital Management, LLC, as the general
partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock and
Series C-12 Preferred owned by Tang Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive
power over such shares with Tang Capital Partners, LP and Kevin Tang.
Kevin Tang is the beneficial owner
of 8,220,575 shares of the Issuer’s Common Stock, which is comprised of: (i) 7,910,575 shares of the Issuer’s
Common Stock beneficially owned by Tang Capital Partners, LP; (ii) 240,000 shares of the Issuer’s Common Stock
beneficially owned by the Kevin C. Tang Foundation; and (iii) 70,000 shares of the Issuer’s Common Stock underlying
stock options owned by Mr. Tang that are exercisable within 60 days of the date of this Statement. Additionally, Mr. Tang is
the beneficial owner of 3,519.315 shares of the Series C-12 Preferred owned by Tang Capital Partners, LP and
157.015 shares of the Series C-12 Preferred owned by the Kevin C. Tang Foundation. As described below, the shares
of Series C-12 Preferred beneficially owned by Mr. Tang are not currently convertible.
The Series C-12 Preferred is convertible into the
Issuer’s Common Stock at a rate of 1,724 shares of Common Stock for each share of Series C-12 Preferred. There
is no right to convert the Series C-12 Preferred to the extent that, after giving effect to such conversion, the holder
and its affiliates would beneficially own in excess of 9.999% of the outstanding shares of the Issuer’s Common Stock following
such conversion. The holder can amend or waive the foregoing limitation by written notice to the Issuer, with such waiver taking
effect only upon the expiration of a 61-day notice period. The foregoing limitation remains in effect with respect to the
Series C-12 Preferred owned by the Reporting Persons, and, accordingly, no shares are currently issuable upon conversion
of the Series C-12 Preferred. This description of the Series C-12 Preferred is qualified in its entirety
by reference to: (i) the Issuer’s Amended and Restated Articles of Incorporation, which is set forth on Exhibit 3 and incorporated
by reference herein (the “Charter”); (ii) the Consent and Amendment Agreement dated January 19, 2012, which is set
forth on Exhibit 4 and incorporated by reference herein (the “First Consent”); (iii) the Consent and Waiver Agreement
dated December 7, 2012, which is set forth on Exhibit 5 and incorporated by reference herein (the “Second Consent”);
and (iv) the Consent and Waiver Agreement dated September 24, 2013, which is set forth on Exhibit 6 and incorporated by reference
herein (the “Third Consent”). Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to
constitute an admission by the Reporting Persons or any other person that it is the beneficial owner of any of the Issuer’s
Common Stock underlying such Series C-12 Preferred for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, or for any other purpose, and, as such, beneficial ownership is expressly disclaimed and is not reflected herein.
Tang Capital Management, LLC is the general
partner of Tang Capital Partners, LP, and Kevin Tang is the manager of Tang Capital Management, LLC. The Kevin C. Tang Foundation
is a private foundation for which Kevin Tang serves as President and Treasurer. Mr. Tang has voting and dispositive power over
the shares held by this foundation, which is a not-for-profit corporation incorporated in the state of Delaware. The mailing address
of all of the foregoing persons and entities is c/o Tang Capital Management, LLC, 4747 Executive Drive, Suite 510, San Diego,
CA 92121.
The percentages used herein for Tang Capital
Partners, LP and Tang Capital Management, LLC are based upon 27,157,205 shares of Common Stock outstanding as set forth in the
Issuer’s Form 10-Q that was filed with the SEC on November 12, 2019. The percentages used herein for Kevin Tang are based
upon 27,227,205 shares of Common Stock outstanding (27,157,205 shares of Common Stock outstanding as described in the foregoing
sentence, plus an additional 70,000 shares of Common Stock issuable upon exercise of options granted to Kevin Tang).
(b) Voting
and disposition powers:
|
Sole power to vote or direct the vote:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
0 shares
|
|
Tang Capital Management, LLC
|
|
0 shares
|
|
Kevin Tang
|
|
310,000 shares
|
|
|
|
|
|
Shared power to vote or direct the vote:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
7,910,575 shares
|
|
Tang Capital Management, LLC
|
|
7,910,575 shares
|
|
Kevin Tang
|
|
7,910,575 shares
|
|
|
|
|
|
Sole power to dispose or direct the disposition:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
0 shares
|
|
Tang Capital Management, LLC
|
|
0 shares
|
|
Kevin Tang
|
|
310,000 shares
|
|
|
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
7,910,575 shares
|
|
Tang Capital Management, LLC
|
|
7,910,575 shares
|
|
Kevin Tang
|
|
7,910,575 shares
|
(c) The
Reporting Persons have engaged in the following transactions in the Issuer’s Common Stock during the last 60 days.
Entity
|
Transaction
|
Trade Date
|
Shares
|
Price/Share
|
Tang Capital Partners, LP
|
Purchase
|
January 9, 2020
|
599,661
|
$4.80311
|
Tang Capital Partners, LP
|
Purchase
|
January 9, 2020
|
400,339
|
$5.27492
|
Tang Capital Partners, LP
|
Purchase
|
January 10, 2020
|
717,804
|
$5.69923
|
Tang Capital Partners, LP
|
Purchase
|
January 13, 2020
|
1,253,878
|
$6.66064
|
(d) N/A.
(e) N/A.
1
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $4.25 to $5.25. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff,
upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes
1 through 4 herein.
2
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $5.255 to $5.30.
3
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $5.11 to $6.00.
4
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $6.01 to $7.00.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set
forth in this statement is true, complete and correct.
January 14, 2020
|
Tang Capital Partners, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Tang Capital Management, LLC, General Partner
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
/s/ Kevin Tang
|
|
|
Kevin Tang
|
|
9