SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
La Jolla Pharmaceutical Company
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
503459604
(CUSIP Number)December 31, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 8 Pages
CUSIP No. 503459604 | 13G/A | Page 2 of 8 Pages | |||
| 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 | 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 459,442 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 459,442 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 459,442 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% | ||||
| 12 | TYPE OF REPORTING PERSON PN | ||||
Page 2 of 8 Pages
CUSIP No. 503459604 | 13G/A | Page 3 of 8 Pages | |||
| 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 | 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 459,442 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 459,442 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 459,442 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% | ||||
| 12 | TYPE OF REPORTING PERSON OO | ||||
Page 3 of 8 Pages
CUSIP No. 503459604 | 13G/A | Page 4 of 8 Pages | |||
| 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 | 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 468,214 | ||||
| 7 | SOLE DISPOSITIVE POWER 0 | ||||
| 8 | SHARED DISPOSITIVE POWER 468,214 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 468,214 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% | ||||
| 12 | TYPE OF REPORTING PERSON IN | ||||
Page 4 of 8 Pages
| Item 1(a). | Name of Issuer: La Jolla Pharmaceutical Company, a California corporation (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 4660 La Jolla Village Drive, Suite 1070, San Diego, CA 92122 |
| Item 2(a). | Name of Person Filing: This Statement on Schedule 13G/A (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. Tang Capital Partners, Tang Capital Management and Kevin C. Tang shall hereinafter be referred to as the “Reporting Persons”. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: 4747 Executive Drive, Suite 510, 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, par value $0.0001 per share (the “Common Stock”) |
| Item 2(e). | CUSIP Number: 503459604 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: | |
Tang Capital Partners. Tang Capital Partners is the beneficial owner of 459,442 shares of the Issuer’s Common Stock, which is comprised of: 181,236 shares of the Issuer’s Common Stock, 4,615.81 shares of the Company’s Series C-12 Convertible Preferred Stock, par value $0.0001 per share (the “Series C-12 Preferred”) and 175.78 shares of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred”). The Series C-12 Preferred and the Series F Preferred can only be converted into Common Stock to the extent that, after such conversion, the holder would beneficially own no more than 9.999% of the Issuer’s Common Stock. Tang Capital Partners shares voting and dispositive power over such shares and preferred stock 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 shares of the Issuer’s Common Stock and preferred stock beneficially owned by Tang Capital Partners. |
Page 5 of 8 Pages
Kevin C. Tang. Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own 468,214 shares of the Issuer’s Common Stock, comprising: The shares of the Issuer’s Common Stock and preferred stock beneficially owned by Tang Capital Partners; and 8,772 shares of the Issuer’s Common Stock, 211.52 shares of the Company’s Series C-12 Preferred and 8.05 shares of the Company’s Series F Preferred; all over which Mr. Tang has shared voting and/or dispositive power. Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein. The shares of the Issuer’s Common Stock reported herein are adjusted to reflect the Issuer’s one-for-fifty reverse stock split. The percentages used herein are based upon 4,682,613 shares of Common Stock outstanding (4,404,407 shares outstanding (220,220,368 reported pre-reverse split) as of December 19, 2013 per the Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on December 20, 2013, plus 278,206 shares of Common Stock issuable upon conversion of preferred stock). | ||
(b) | Percent of Class: | ||||
| Tang Capital Partners | 9.8% | ||||
| Tang Capital Management | 9.8% | ||||
| Kevin C. Tang | 9.9% | ||||
| (c) | Number of shares as to which such 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 | 459,442 shares | |||
| Tang Capital Management | 459,442 shares | |||
| Kevin C. Tang | 468,214 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 | 459,442 shares | |||
| Tang Capital Management | 459,442 shares | |||
| Kevin C. Tang | 468,214 shares | |||
Page 6 of 8 Pages
| Item 5. | Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. Not applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. |
| Item 8. | Identification and Classification of Members of the Group. Not applicable. |
| Item 9. | Notice of Dissolution of Group. Not applicable. |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | January 16, 2014 | ||
| 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 | ||||
Page 8 of 8 Pages