Heron Therapeutics, Inc. (HRTX): Tang Capital Partners Raises Stake to 17%

According to a newly-amended 13D filing with the US SEC, Kevin C. Tang‘s Tang Capital Management owns 6.53 million shares of Heron Therapeutics Inc (NASDAQ:HRTX), the stake amassing 17.4% of the company’s outstanding stock. This is considerably more compared to 5.19 million shares Tang Capital Management reported in its 13F filing for the end of the fourth quarter of 2015.

Heron Therapeutics Inc (NASDAQ:HRTX) is a biotechnology company that is working on developing new products for a various medical needs, such as prevention of both acute- and delayed-onset chemotherapy-induced nausea and vomiting (CINV). The company’s shares have increased by 41.82% over the last 12 months. Heron is currently waiting for the US Food and Drug Administration’s review and approval of New Drug Application for SUSTOL – an experimental drug indicated for chemotherapy-induced nausea.

Among the hedge funds tracked by Insider Monkey, a total of 21 hedge fund were bullish on Heron Therapeutics Inc (NASDAQ:HRTX) at the end of December, including Tang Capital Management. Julian Baker’s Baker Bros. Advisors reported the second-largest position worth $77.6 million. Other investors long the stock are Christopher Medlock James’s Partner Fund Management, Kevin Kotler’s Broadfin Capital and Bihua Chen’s Cormorant Asset Management.

However, the number of investors long the stock declined by seven during the fourth quarter and among those that lost the interest in Heron Therapeutics Inc (NASDAQ:HRTX) are Kevin Kotler’s Broadfin Capital that cut the biggest investment worth about $12.2 million in stock, and Hal Mintz’s Sabby Capital that dumped $3.9 million worth of shares.

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 6,117,530 0 6,117,530 6,117,530 16.3%
Tang Capital Management 0 6,117,530 0 6,117,530 6,117,530 16.3%
Kevin C. Tang 410,213 6,117,530 410,213 6,117,530 6,527,743 17.4%

Page 1 of 6 – SEC Filing



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Heron Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
427746102
(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)
 
April 11, 2016
(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.  o
     
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 6 – SEC Filing

 
CUSIP NO. 427746102
13D/A
Page 2 of 8
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)
        ¨
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
6,117,530
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
6,117,530
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,117,530
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 6 – SEC Filing

CUSIP NO. 427746102
13D/A
    Page 3 of 8
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)
             ¨
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
6,117,530
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
6,117,530
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,117,530
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 6 – SEC Filing

CUSIP NO. 427746102
13D/A
    Page 4 of 8
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)
        ¨
6.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power
410,213
8.
Shared Voting Power
6,117,530
9.
Sole Dispositive Power
410,213
10.
Shared Dispositive Power
6,117,530
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,527,743
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
13.
Percent of Class Represented by Amount in Row (11)
                 17.4%
14
Type of Reporting Person
IN

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Page 5 of 6 – SEC Filing

Item 3 of the Statement is hereby amended to add the following:
On December 22, 2015, the Issuer granted to Kevin C. Tang stock options to purchase an aggregate of 17,000 shares of Common Stock at an exercise price of $29.41 per share. The stock options vest monthly over a one-year period.
 
Tang Capital Partners, LP received $66,035, $67,026, $68,031 and $69,051 principal amount of senior secured convertible notes due 2021 (the “Notes”) on each of July 1, 2015, October 1, 2015, January 1, 2016 and April 1, 2016, respectively, as interest in-kind on the existing Notes held by Tang Capital Partners, LP.
 
Tang Capital Partners, LP holds some of its shares in commingled margin accounts, 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 these 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 securities 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
6,117,530 shares, representing 16.3% of the class
 
Tang Capital Management, LLC       
6,117,530 shares, representing 16.3% of the class
 
Kevin C. Tang
6,527,743 shares, representing 17.4% of the class

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Page 6 of 6 – SEC Filing

(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
410,213 shares
   
 
Shared power to vote or direct the vote:
   
 
Tang Capital Partners, LP
6,117,530 shares
 
Tang Capital Management, LLC
6,117,530 shares
 
Kevin C. Tang
6,117,530 shares
 
                 
Sole power to dispose or direct the disposition:
     
 
Tang Capital Partners, LP
0 shares
 
Tang Capital Management, LLC
0 shares
 
Kevin C. Tang
410,213 shares
     
 
Shared power to dispose or direct the disposition:
     
 
Tang Capital Partners, LP
6,117,530 shares
 
Tang Capital Management, LLC
6,117,530 shares
 
Kevin C. Tang
6,117,530 shares
(c)           Other than the transactions 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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