UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. _)*
|
A.P.
Pharma, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
00202J203
|
|
(CUSIP
Number)
|
|
Kevin
C. Tang
|
|
Tang
Capital Management, LLC
|
|
4401
Eastgate Mall
|
|
San
Diego, CA 92121
|
|
(858)
200-3830
|
|
(Name,
Address and Telephone Number of Person Authorized to
|
|
Receive
Notices and Communications)
|
|
October
10, 2008
|
|
(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. x
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)
Page 1 of
10
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CUSIP
No. 00202J203
|
13D
|
Page
2 of 10
|
||||
|
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)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
6,225,693
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0
|
||||
|
|
10
|
Shared
Dispositive Power
6,225,693
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||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,225,693
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
20.2%
|
|||||
|
14
|
Type
of Reporting Person
PN
|
|||||
Page 2 of
10
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CUSIP
No. 00202J203
|
13D
|
Page
3 of 10
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||||
|
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)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
6,225,693
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0
|
||||
|
|
10
|
Shared
Dispositive Power
6,225,693
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,225,693
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
20.2%
|
|||||
|
14
|
Type
of Reporting Person
OO
|
|||||
Page 3
of 10
|
CUSIP
No. 00202J203
|
13D
|
Page
4 of 10
|
||||
|
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
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Source
of Funds
PF,
WC, OO
|
|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
United
States
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
215,250
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
6,634,021
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
215,250
|
||||
|
|
10
|
Shared
Dispositive Power
6,798,905
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,014,155
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
22.7%
|
|||||
|
14
|
Type
of Reporting Person
IN
|
|||||
Page 4 of
10
Item
1. Security and Issuer
This
Statement on Schedule 13D (the “Statement”) relates to the common stock, $0.01
par value, of A.P. Pharma, Inc. (the “Issuer”). The principal executive
offices of the Issuer are located at 123 Saginaw Drive, Redwood City, CA
94063.
Item
2. Identity and Background
Identity
of Each Reporting Person
This
Statement is being jointly filed on behalf of the following individuals and
entities (each, a “Reporting Person” and collectively, “Reporting Persons”),
pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”):
Tang
Capital Partners, LP
Tang
Capital Management, LLC
Kevin C.
Tang
Background
of Each Reporting Person
Tang
Capital Partners, LP
The
business address of Tang Capital Partners, LP is:
4401
Eastgate Mall
San
Diego, CA 92121
Tang
Capital Partners, LP is a partnership engaged in capital
management.
Tang
Capital Management, LLC
The
business address of Tang Capital Management, LLC is:
4401
Eastgate Mall
San
Diego, CA 92121
Tang
Capital Management, LLC is a limited liability company that is the general
partner of Tang Capital Partners, LP.
Kevin C.
Tang
The
business address of Kevin C. Tang is:
4401
Eastgate Mall
San
Diego, CA 92121
Mr. Tang
is the manager of Tang Capital Management, LLC.
Page 5 of
10
Information
Regarding Legal Proceedings
To the best knowledge of the Reporting
Persons, no party identified in this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such party 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.
Citizenship
Tang
Capital Partners, LP is a Delaware limited partnership. Tang Capital
Management, LLC is a Delaware limited liability company. Mr. Tang is
a United States citizen.
Item
3. Source and Amount of Funds or Other
Consideration
The
Reporting Persons expended an aggregate of approximately $9,783,469 to purchase
the 7,014,155 shares of the Issuer’s common stock. Such transactions were
effected in public offerings and open market purchases and the common stock was
acquired in the ordinary course of business. Each purchaser used its
own funds for the purchases, none of which were borrowed or otherwise obtained
from any other source, with the exception of the shares held by Tang Capital
Partners, LP. Tang Capital Partners, LP holds its shares in a
commingled margin account which may extend margin credit to Tang Capital
Partners, LP as and when required to open or carry positions in the margin
account, subject to applicable federal margin regulations, stock exchange rules
and credit policies. In such instances, the positions held in the margin account
are pledged as collateral security for the repayment of debit balances in the
account. The margin account may from time to time have debit balances. Since
other securities are held in the margin account, it is not possible to determine
the amounts, if any, of margin used to purchase the shares of common stock
reported herein.
Item
4. Purpose of Transaction
The
Reporting Persons are engaged in the investment business. The purpose
of the acquisition of the shares of the common stock of the Issuer is for
investment, and the acquisitions of such stock were made in the ordinary course
of the Reporting Persons’ businesses and were not made for the purpose of
acquiring control of the Issuer. The Reporting Persons may take such
actions in the future with respect to their investment in the Issuer as they
deem advisable including, without limitation, purchasing additional shares,
selling shares, entering into hedging transactions with respect to the shares
and/or otherwise changing their intention with respect to the matters referred
to in Item 4 of Schedule 13D. Such actions will depend upon various
factors including, without limitation, the Issuer's financial and strategic
direction and position, the price performance of the Issuer's shares, general
conditions in the Issuer's industry, the economy and the securities markets, and
the availability of other investment opportunities. Other than as
disclosed above, the Reporting Persons have no current plan or proposal which
relates to, or may
result in, any of the matters listed in Items 4(a) - (j) of Schedule
13D.
Page 6 of
10
Item
5. Interest
in Securities of the Issuer.
|
(a)
|
Amount beneficially
owned and percentage of class:
|
||
|
Tang
Capital Partners, LP
|
6,225,693
shares, representing 20.2% of the class
|
||
|
Tang
Capital Management, LLC
|
6,225,693
shares, representing 20.2% of the class
|
||
|
Kevin
C. Tang
|
7,014,155
shares, representing 22.7% of the
class
|
||
Tang Capital Partners, LP is the record
and beneficial owner of 6,225,693 shares of the Issuer’s common stock and shares
voting and dispositive power over such securities with Tang Capital Management,
LLC and Kevin C. Tang.
Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, may be deemed to beneficially own
the 6,225,693 shares held of record by Tang Capital Partners, LP and shares
voting and dispositive power over such shares with Tang Capital Partners, LP and
Kevin C. Tang.
Kevin C.
Tang is the beneficial owner of 7,014,155 shares of the Issuer’s common stock,
comprising 62,600 shares owned by Justin L. Tang under the Uniform Transfers to
Minors Act (“UTMA”), for which Kevin C. Tang serves as trustee, 53,700 shares
owned by Julian K. Tang under the UTMA, for which Kevin C. Tang serves as
trustee, 15,200 shares owned by Noa Y. Tang under the UTMA, for which Kevin C.
Tang serves as trustee, 40,800 shares owned by the Tang Advisors, LLC Profit
Sharing Plan, for which Kevin C. Tang serves as trustee and is a participant,
114,650 shares held by the Tang Family Trust, for which Kevin C. Tang serves as
co-trustee, 42,950 shares held by Kevin C. Tang’s Individual Retirement Account,
34,637 shares owned by the Individual Retirement Account for the benefit of
Chang L. Kong (the “Chang IRA”), 34,241 shares owned by the Individual
Retirement Account for the benefit of Chung W. Kong (the “Chung IRA”), 96,006 shares
owned by Joan M. Lamb, 293,678 shares owned by the Haeyoung
and Kevin Tang Foundation, Inc., and 6,225,693 shares held by Tang Capital
Partners, LP.
Page 7 of
10
Justin L. Tang, Julian K. Tang and Noa
Y. Tang are Kevin C. Tang’s children. Kevin C. Tang is a beneficiary
of the Tang Family Trust and shares voting and dispositive power over the shares
held by the Tang Family Trust with his wife, Haeyoung K. Tang. Chang
L. and Chung W. Kong are Kevin C. Tang’s in-laws and Mr. Tang may be deemed to
have shared dispositive power over the shares held in the Chang IRA and the
Chung IRA. Joan M. Lamb is an acquaintance of Kevin C. Tang and Mr.
Tang may be deemed to have shared dispositive power over the shares held by Ms.
Lamb. The Haeyoung and Kevin Tang Foundation, Inc. is a private
foundation, for which Kevin C. Tang serves as President and Treasurer. Mr. Tang
shares voting and dispositive power over the shares held by this foundation with
Haeyoung K. Tang. Tang Capital Management, LLC, as the general partner of Tang
Capital Partners, LP, and Kevin C. Tang, as the manager of Tang Capital
Management, LLC, may also be deemed to beneficially own the shares beneficially
owned by Tang Capital Partners, LP. Kevin C. Tang disclaims
beneficial ownership of all shares reported herein except to the extent of his
pecuniary interest therein. Chang L. and Chung W. Kong are retired
U.S. citizens and their address is 6429 Peinado Way, San Diego, CA
92121. Haeyoung K. Tang is a U.S. citizen and shares her residence
with Kevin C. Tang. Joan M. Lamb is a U.S. citizen and her address is 1160 Park
Avenue, New York, NY 10128. Ms. Lamb is self-employed in the design
industry. The
Haeyoung and Kevin Tang Foundation, Inc. is a not-for-profit corporation
incorporated in the state of Delaware and its address is 4401 Eastgate Mall, San
Diego, CA 92121.
|
(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
|
215,250
shares
|
||
|
Shared
power to vote or direct the vote
|
|||
|
Tang
Capital Partners, LP
|
6,225,693
shares
|
||
|
Tang
Capital Management, LLC
|
6,225,693
shares
|
||
|
Kevin
C. Tang
|
6,634,021
shares
|
||
|
Sole
power to dispose or direct the disposition:
|
|||
|
Tang
Capital Partners, LP
|
0
shares
|
||
|
Tang
Capital Management, LLC
|
0
shares
|
||
|
Kevin
C. Tang
|
215,250
shares
|
||
|
Shared
power to dispose or direct the disposition:
|
|||
|
Tang
Capital Partners, LP
|
6,225,693
shares
|
||
|
Tang
Capital Management, LLC
|
6,225,693
shares
|
||
|
Kevin
C. Tang
|
6,798,905
shares
|
||
Page 8 of
10
(c) The
Reporting Persons have engaged in the following transactions in the Issuer’s
common stock during the last 60 days:
|
Entity
|
Transaction
|
Trade
Date
|
Shares
|
Price/Share
|
|
Tang
Capital Partners, LP
|
Purchase
|
9/30/2008
|
650,000
|
0.9660
|
|
Tang
Capital Partners, LP
|
Purchase
|
10/10/2008
|
870,000
|
0.7437
|
(d) N/A.
(e) N/A.
Item
6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Reference
is made to the relationships described in Item 5(a) of this
Statement.
The
Reporting Persons have entered into a Joint Filing Agreement. See
Item 2.
Any of
the Reporting Persons may from time to time acquire or dispose of Issuer
securities. Such acquisitions or dispositions may be made in the open
market or in privately negotiated transactions.
Item
7. Material
to Be Filed as Exhibits
Exhibit 99.1:
Joint
Filing Agreement. (Filed herewith)
Page 9 of
10
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
October
14, 2008
| Tang Capital Partners, LP | |||
| By: | Tang Capital Management, LLC | ||
| 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 10 of 10
EXHIBIT
99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock, $0.01 par value, of A.P.
Pharma, Inc., and that this Agreement be included as an Exhibit to such joint
filing. The Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of
October, 2008.
| Tang Capital Partners, LP | |||
| By: | Tang Capital Management, LLC | ||
| 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 | |||