|
CUSIP No. 503459109
|
13G
|
Page 2 of 8 Pages
|
|
1.
|
Names of Reporting Persons
Tang Capital Partners, LP
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
ý
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
8,837,137
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
8.
|
Shared Dispositive Power
8,837,137
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,837,137
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
|
11.
|
Percent of Class Represented by Amount in Row 9
9.3%
|
|
|
12.
|
Type of Reporting Person (see instructions)
PN
|
|
|
CUSIP No. 503459109
|
13G
|
Page 3 of 8 Pages
|
|
1.
|
Names of Reporting Persons
Tang Capital Management, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
ý
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
8,837,137
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
8.
|
Shared Dispositive Power
8,837,137
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,837,137
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
|
11.
|
Percent of Class Represented by Amount in Row 9
9.3%
|
|
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
|
CUSIP No. 503459109
|
13G
|
Page 4 of 8 Pages
|
|
1.
|
Names of Reporting Persons
Kevin C. Tang
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
ý
|
|
|
3.
|
SEC USE ONLY
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
9,468,361
|
|
|
7.
|
Sole Dispositive Power
0
|
|
|
8.
|
Shared Dispositive Power
9,468,361
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,468,361
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨
|
|
11.
|
Percent of Class Represented by Amount in Row 9
9.9%
|
|
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
|
Item 1(a).
|
Name of Issuer: La Jolla Pharmaceutical Company, a Delaware corporation (the “Issuer” or “Company”)
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
4365 Executive Drive, Suite 300
San Diego, CA 92121
|
|
Item 2(a).
|
Name of Person Filing:
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
4401 Eastgate Mall
San Diego, CA 92121
|
|
Item 2(c).
|
Citizenship:
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
|
|
Item 2(d).
|
Title of Class of Securities: Common Stock
|
|
Item 2(e).
|
CUSIP Number: 503459109
|
|
Item 3.
|
Not Applicable
|
|
Item 4.
|
Ownership
|
|
(a)
|
Amount Beneficially Owned:
|
|
Tang Capital Partners. Tang Capital Partners is the beneficial owner of 8,837,137 shares of Common Stock. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin C. Tang.
|
|
|
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 8,837,137 shares held by Tang Capital Partners. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang.
|
|
|
Kevin C. Tang. Kevin C. Tang may be deemed to beneficially own 9,468,361 shares of the Issuer’s Common Stock, comprising:
|
|
|
· 8,837,137 shares beneficially owned by Tang Capital Partners, for which Tang Capital Management, of which Mr. Tang is manager, serves as general partner. Mr. Tang shares voting and dispositive power over such shares with Tang Capital Management and Tang Capital Partners.
· 631,224 shares beneficially owned by The Haeyoung and Kevin Tang Foundation, Inc., a not-for-profit corporation incorporated in the state of Delaware (“The Tang Foundation”), of which Mr. Tang is President and Treasurer. Mr. Tang shares voting and dispositive power over such shares with The Tang Foundation and Haeyoung K. Tang.
|
|
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
|
|
|
The percentages used herein are based upon 94,693,083 shares of Common Stock outstanding as of May 26, 2010 (65,722,648 shares outstanding as of May 3, 2010, as reported by the Company on the Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 21, 2010, plus 28,970,435 shares of Common Stock issued pursuant to that certain Securities Purchase Agreement dated May 24, 2010, by and among the Company and the purchasers named therein).
|
|
|
In addition to the shares referenced above, (a) Tang Capital Partners holds the following securities convertible directly or indirectly into shares of Common Stock: (i) 2,149.9 shares of Series C-1 Preferred Stock of the Company, par value $0.01 per share (the “Series C-1 Preferred”), (ii) 4,200 shares of Series C-2 Preferred Stock of the Company, par value $0.01 per share (the “Series C-2 Preferred”), issuable upon the exercise of an outstanding warrant (the “Tang Capital Partners Series C-2 Warrant”), (iii) 2,100 shares of Series D-1 Preferred Stock of the Company, par value $0.01 per share (the “Series D-1 Preferred”), issuable upon the exercise of an outstanding warrant, and (iv) 4,200 shares of Series D-2 Preferred Stock of the Company, par value $0.01 per share (the “Series D-2 Preferred” and, together with the Series C-1 Preferred, Series C-2 Preferred and Series D-1 Preferred, the “Preferred Stock”), issuable upon the exercise of one or more warrants issuable upon exercise of the Tang Capital Partners Series C-2 Warrant, and (b) The Tang Foundation holds the following securities convertible directly or indirectly into shares of Common Stock: (i) 150 shares of Series C-1 Preferred, (ii) 300 shares of Series C-2 Preferred issuable upon the exercise of an outstanding warrant (the “Tang Foundation Series C-2 Warrant”), (iii) 150 shares of Series D-1 Preferred issuable upon the exercise of an outstanding warrant, and (iv) 300 shares of Series D-2 Preferred issuable upon the exercise of one or more warrants issuable upon exercise of the Tang Foundation Series C-2 Warrant. The Preferred Stock is convertible into Common Stock, subject to certain conditions set forth in its certificate of designations, including the limitation of conversion set forth in the next paragraph.
|
|
|
Neither Tang Capital Partners nor The Tang Foundation may convert shares of Preferred Stock to the extent such conversion would result in either Tang Capital Partners or The Tang Foundation, or any of their respective affiliates, as applicable, together beneficially owning more than 9.999% of the Company’s then issued and outstanding shares of Common Stock. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission by Tang Capital Partners, The Tang Foundation or any other person that is the beneficial owner of any of the Common Stock underlying any of the foregoing warrants or Preferred Stock 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.
|
|
(b)
|
Percent of Class:
|
|||
|
Tang Capital Partners
|
9.3%
|
|||
|
Tang Capital Management
|
9.3%
|
|||
|
Kevin C. Tang
|
9.9%
|
|||
| (c) |
Number of shares as to which the person has:
|
|||
|
(i)
|
Sole power to vote or to direct the vote:
|
|||
|
Tang Capital Partners
|
0 shares
|
|||
|
Tang Capital Management
|
0 shares
|
|||
|
Kevin C. Tang
|
0 shares
|
|||
|
(ii)
|
Shared power to vote or to direct the vote:
|
|||
|
Tang Capital Partners
|
8,837,137 shares
|
|||
|
Tang Capital Management
|
8,837,137 shares
|
|||
|
Kevin C. Tang
|
9,468,361 shares
|
|||
| (iii) | Sole power to dispose or to direct the disposition of: | |||
|
Tang Capital Partners
|
0 shares
|
|||
|
Tang Capital Management
|
0 shares
|
|||
|
Kevin C. Tang
|
0 shares
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
|||
|
Tang Capital Partners
|
8,837,137 shares
|
|||
|
Tang Capital Management
|
8,837,137 shares
|
|||
|
Kevin C. Tang
|
9,468,361 shares
|
|||
|
Item 5.
|
Ownership of 5 Percent or Less of a Class
|
|
Item 6.
|
Ownership of More than 5 Percent on Behalf of Another Person
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
Item 9.
|
Notice of Dissolution of a Group
|
|
Item 10.
|
Certification
|
| June 3, 2010 | |||||
|
Date
|
|||||
|
|
|||||
|
|
TANG CAPITAL PARTNERS, LP
|
||||
|
By:
|
Tang Capital Management, LLC, its 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 | |||||