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13D Filing: Tang Capital Partners LP and La Jolla Pharmaceutical Co (LJPC)

La Jolla Pharmaceutical Co (NASDAQ:LJPC): Kevin C. Tang’s Tang Capital Partners LP filed an amended 13D.

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Kevin C. Tang
Kevin C. Tang
Tang Capital Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Tang Capital Partners 0 3,620,419 0 3,620,419 3,620,419 16.3 %
Tang Capital Management 0 3,620,419 0 3,620,419 3,620,419 16.3 %
Kevin C. Tang 48,000 3,620,419 48,000 3,620,419 3,668,419 16.5%

Page 1 of 10 – SEC Filing



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
La Jolla Pharmaceutical Company
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
503459604
(CUSIP Number)

 

Kevin C. Tang
Tang Capital Management, LLC
4747 Executive Drive, Suite 510
San Diego, CA 92121
(858) 200-3830
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 26, 2018
(Date of Event which Requires Filing of this Statement)
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.  ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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).
(Continued on following pages)

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Page 2 of 10 – SEC Filing

CUSIP NO. 503459604
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
3,620,419
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
3,620,419
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,419
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
13.
Percent of Class Represented by Amount in Row (11)
16.3%
14
Type of Reporting Person
PN

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Page 3 of 10 – SEC Filing

CUSIP NO. 503459604
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
3,620,419
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
3,620,419
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,419
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
13.
Percent of Class Represented by Amount in Row (11)
16.3%
14
Type of Reporting Person
OO

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Page 4 of 10 – SEC Filing

CUSIP NO. 503459604
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kevin C. 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
48,000
8.
Shared Voting Power
3,620,419
9.
Sole Dispositive Power
48,000
10.
Shared Dispositive Power
3,620,419
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,668,419
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.
Percent of Class Represented by Amount in Row (11)
16.5%
14
Type of Reporting Person
IN

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Page 5 of 10 – SEC Filing

Explanatory Note: This Amendment No. 9 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 C. 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 and March 6, 2017 (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. 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:
On March 23, 2017, Tang Capital Partners, LP purchased 149,254 shares of the Issuer’s Common Stock through an underwritten public offering at a price of $33.50 per share.
On December 11, 2017, Kevin C. Tang, in his capacity as a board member of the Issuer, was granted an option to purchase 10,000 shares of the Issuer’s Common Stock at a price of $28.10 per share, subject to vesting conditions.
On February 23, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $31.5413 per share.
On February 23, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $31.9442 per share.
On February 23, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.4186 per share.
On February 23, 2018, Tang Capital Partners, LP purchased 20,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.58 per share.
On February 23, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.3046 per share.
On February 26, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.916 per share.
On February 26, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.4821 per share.

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Page 6 of 10 – SEC Filing

On February 26, 2018, Tang Capital Partners, LP purchased 1,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.502 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 9,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.6982 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $32.1728 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.5714 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.8796 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.8725 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.688 per share.
On February 27, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.6037 per share.
On February 28, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $29.5381 per share.
On February 28, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.1171 per share.
On February 28, 2018, Tang Capital Partners, LP purchased 10,000 shares of the Issuer’s Common Stock through the open market at a weighted-average price of $30.154 per share.
Tang Capital Partners, LP holds some of its shares in 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 other 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.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a)       Amount beneficially owned and percentage of class:
Tang Capital Partners, LP
3,620,419 shares, representing 16.3% of the class
Tang Capital Management, LLC
3,620,419 shares, representing 16.3% of the class
Kevin C. Tang
3,668,419 shares, representing 16.5% of the class

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Page 7 of 10 – SEC Filing

Tang Capital Partners, LP is the beneficial owner of 3,620,419 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 C. 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 C. Tang.
Kevin C. Tang is the beneficial owner of 3,668,419 shares of the Issuer’s Common Stock, which is comprised of the 3,620,419 shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners, LP and 48,000 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. Mr. Tang also owns additional stock options to purchase up to 10,000 shares of the Issuer’s Common Stock that are excluded from his beneficial ownership as of the date of this Statement, as they are not exercisable within 60 days from such date. Additionally, Mr. Tang is the beneficial owner of the 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, Inc. 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.

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Page 8 of 10 – SEC Filing

Tang Capital Management, LLC is the general partner of Tang Capital Partners, LP, and Kevin C. Tang is the manager of Tang Capital Management, LLC. The Kevin C. Tang Foundation, Inc. is a private foundation for which Kevin C. Tang serves as President and Treasurer. Mr. Tang has voting and dispositive power over the shares held by this foundation, which is a Delaware not-for-profit corporation. 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 22,168,242 shares of Common Stock outstanding as set forth in the Issuer’s Form 10-K that was filed with the SEC on February 22, 2018. The percentages used herein for Kevin C. Tang are based upon 22,216,242 shares of Common Stock outstanding (22,168,242 shares of Common Stock outstanding as described in the foregoing sentence, plus an additional 48,000 shares of Common Stock issuable upon exercise of options granted to Kevin C. 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 C. Tang
48,000 shares
Shared power to vote or direct the vote:
Tang Capital Partners, LP
3,620,419 shares
Tang Capital Management, LLC
3,620,419 shares
Kevin C. Tang
3,620,419 shares
Sole power to dispose or direct the disposition:
Tang Capital Partners, LP
0 shares
Tang Capital Management, LLC
0 shares
Kevin C. Tang
48,000 shares
Shared power to dispose or direct the disposition:
Tang Capital Partners, LP
3,620,419 shares
Tang Capital Management, LLC
3,620,419 shares
Kevin C. Tang
3,620,419 shares

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Page 9 of 10 – SEC Filing

(c)      Other than the purchases described in Item 3, none of the Reporting Persons have effected any transaction in the Issuer’s Common Stock within the last 60 days.
(d)      N/A.
(e)       N/A.

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Page 10 of 10 – SEC Filing

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.
March 1, 2018
Tang Capital Partners, LP
By:
Tang Capital Management, LLC, General Partner
By:
/s/ Kevin C. Tang
Kevin C. Tang, Manager

 

Tang Capital Management, LLC
By:
/s/ Kevin C. Tang
Kevin C. Tang, Manager
/s/ Kevin C. Tang
Kevin C. Tang
10

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