UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2

Under the Securities Exchange Act of 1934


(Amendment No.     )*

 

A.P. Pharma, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

00202J203

(CUSIP Number)

June 14, 2007

(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)

x

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).




 

CUSIP No. 00202J203

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
4,004,385

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,004,385

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,004,385

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No. 00202J203

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
4,004,385

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
4,004,385

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,004,385

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
13.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3




 

CUSIP No. 00202J203

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
424,150

 

6.

Shared Voting Power
4,119,035

 

7.

Sole Dispositive Power
424,150

 

8.

Shared Dispositive Power
4,424,335

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,848,485

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
15.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4




 

Item 1.

 

(a)

Name of Issuer
A.P. Pharma, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
123 Saginaw Drive, Redwood City, CA 94063

 

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.

 

(b)

Address of Principal Business Office or, if none, Residence
4401 Eastgate Mall, San Diego, CA 92121

 

(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.

 

(d)

Title of Class of Securities
Common Stock, $0.01 Par Value (the “Common Stock”)

 

(e)

CUSIP Number
00202J203

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Tang Capital Partners.  Tang Capital Partners is the record and beneficial owner of 4,004,385 shares of Common Stock and shares voting and dispositive power over such securities 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 4,004,385 shares held of record by Tang Capital Partners and 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 4,848,485 shares of the Issuer’s Common Stock, comprising:

·                  4,004,385 shares owned of record 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.

·                  42,950 shares owned of record by Mr. Tang.

 

 

·                  801,150 shares over which Mr. Tang has voting and/or dispositive power.

Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.

 

(b)

Percent of class:

 

Tang Capital Partners

 

13.0

%

Tang Capital Management

 

13.0

%

Kevin C. Tang

 

15.8

%

 

 

(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

 

424,150 shares

 

 

 

(ii)

Shared power to vote or to direct the vote

 

Tang Capital Partners

 

4,004,385 shares

Tang Capital Management

 

4,004,385 shares

Kevin C. Tang

 

4,119,035 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

 

424,150 shares

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

Tang Capital Partners

 

4,004,385 shares

Tang Capital Management

 

4,004,385 shares

Kevin C. Tang

 

4,424,335 shares

 

 

 

 

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.

 

6




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:

June 25, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

7



Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of A.P. Pharma, Inc. and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: June 25, 2007

 

TANG CAPITAL PARTNERS, LP,

 

 

 

 

 

By:

 

Tang Capital Management, LLC

 

 

Its:

 

General Partner

 

 

 

 

 

 

 

By:

 

/s/ Kevin C. Tang

 

 

 

 

 

 

Name:

 

Kevin C. Tang

 

 

 

 

 

 

Title:

 

Manager

 

 

 

 

 

 

 

 

 

 

 

 

 

TANG CAPITAL MANAGEMENT, LLC

 

 

 

 

 

By:

 

/s/ Kevin C. Tang

 

 

 

 

 

 

Name:

 

Kevin C. Tang

 

 

 

 

 

 

Title:

 

Manager

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Kevin C. Tang

 

 

 

 

Name:

 

Kevin C. Tang