| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Allakos Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
825 Industrial Road, Suite 500, San Carlos,
CALIFORNIA
, 94070. |
| Item 2. | Identity and Background |
|
| (a) | This Statement is voluntarily filed by TCM, a Delaware limited liability company that is the general partner of TCP and TCPI; Kevin Tang, a United States citizen; TCP, a Delaware limited partnership engaged in capital management; TCPI, a Delaware limited partnership engaged in capital management; Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP III"); Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP IV"); and Concentra Biosciences, LLC, a Delaware limited liability company ("Concentra" and, collectively with TCM, Kevin Tang, TCP, TCPI, TCP III and TCP IV, the "Reporting Persons"). |
| (b) | The address of TCM, Kevin Tang, TCP, TCPI and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 5955 Edmond Street, Las Vegas, NV 89118. |
| (c) | Kevin Tang is the manager of TCM. Kevin Tang is the sole director and Chief Executive Officer of TCP III and TCP IV. Kevin Tang is the Chief Executive Officer of Concentra. |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 2(a) above. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Common Shares were acquired with approximately $2.2 million of working capital set aside by TCP and TCPI for the general purpose of investing. TCP and TCPI maintain commingled margin accounts with various financial institutions, which may extend margin credit to TCP and TCPI 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 Common Shares reported herein. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons purchased the Common Shares reported hereunder for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects. The Reporting Persons may engage in discussions with the Issuer and its representatives and may seek to enter into a confidentiality agreement with the Issuer, and such discussions may include negotiations with the Issuer in respect to an acquisition proposal. There can be no certainty as to whether discussions will occur, or, if they do, the outcome of such discussions.
The Reporting Persons will continue to closely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons: (1) modifying their ownership of the Common Shares, including selling part or all of the Common Shares beneficially held by the Reporting Persons; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer's operations, governance or capitalization; or (4) pursuing one or more of the other actions described in Item 4 of this Schedule 13D.
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to: (1) formulate plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in Item 4 of this Schedule 13D; and (3) subject to applicable law and regulation, acquire additional Common Shares or dispose of some or all of the Common Shares beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 8,693,440 shares of the Issuer's Common Stock, representing 9.7% of the outstanding shares. |
| (b) | See item 5(a) above. |
| (c) | Schedule A attached hereto as Exhibit 2 describes all transactions in the Issuer's Common Shares that were effected during the past 60 days by the Reporting Persons. |
| (d) | No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: Joint Filing Agreement by and among the Reporting Persons.
Exhibit 2: Schedule A: Transactions during the past 60 days. |
