UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
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A.P. Pharma, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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00202J203
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(CUSIP Number)
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Kevin C. Tang
Tang Capital Management, LLC
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4401 Eastgate Mall
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San Diego, CA 92121
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(858) 200-3830
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notices and Communications)
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May 14, 2010
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(Date of Event which Requires Filing of this Statement)
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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)
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CUSIP NO. 00202J203
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13D/A
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Page 2 of 8
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Tang Capital Partners, LP
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2.
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by
Each Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
10,436,506
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,436,506
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,436,506
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13.
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Percent of Class Represented by Amount in Row (11)
26.4%
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14
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Type of Reporting Person
PN
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Page 2 of 8
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CUSIP NO. 00202J203
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13D/A
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Page 3 of 8
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Tang Capital Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by
Each Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
10,436,506
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
10,436,506
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,436,506
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13.
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Percent of Class Represented by Amount in Row (11)
26.4%
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14
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Type of Reporting Person
OO
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Page 3 of 8
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CUSIP NO. 00202J203
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13D/A
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Page 4 of 8
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kevin C. Tang
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2.
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
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3.
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SEC Use Only
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4.
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Source of Funds
PF, WC, OO
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5.
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Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares Beneficially
Owned by
Each Reporting
Person With
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7.
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Sole Voting Power
311,141
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8.
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Shared Voting Power
10,844,834
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9.
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Sole Dispositive Power
311,141
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10.
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Shared Dispositive Power
11,009,718
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,320,859
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13.
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Percent of Class Represented by Amount in Row (11)
28.6%
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14
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Type of Reporting Person
IN
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Page 4 of 8
Explanatory Note: This Amendment No. 6 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A of Tang Capital Partners, LP, a Delaware partnership, Tang Capital Management, LLC, a Delaware limited liability company, and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the Securities and Exchange Commission on October 14, 2008 and amended on November 10, 2008, November 24, 2008, December 29, 2008, February 18, 2009 and October 19, 2009 (the “Statement”), with respect to the Common Stock, $0.01 par value (the “Common Stock”), of A.P. Pharma, Inc., a Delaware corporation (the “Issuer”).<
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Items 3 and 5 of the Statement are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended to add the following:
Since the date of the last filing on Schedule 13D/A, the right to purchase 1,586,481 shares of the Issuer’s Common Stock at an exercise price of $0.968 per share, acquired on October 19, 2009 by the Reporting Persons, in a private placement, expired without having been exercised on May 14, 2010.
Since the date of the last filing on Schedule 13D/A, Kevin C. Tang was granted 95,891 shares of Restricted Stock, on May 20, 2010, for serving as a Director of the Company. Vesting of such shares will occur in equal increments, one-half to vest in six months from the date of grant and the balance to vest on the day prior to the Issuer’s next Annual Meeting.
Item 5.Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
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(a)
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Amount beneficially owned and percentage of class:
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Tang Capital Partners, LP
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10,436,506 shares, representing 26.4% of the class
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Tang Capital Management, LLC
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10,436,506 shares, representing 26.4% of the class
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Kevin C. Tang
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11,320,859 shares, representing 28.6% of the class
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Tang Capital Partners, LP is the beneficial owner of 10,436,506 shares of the Issuer’s Common Stock. Additionally, Tang Capital Partners, LP has the right, subject to certain limitations discussed below, to acquire 1,221,590 shares of the Issuer’s Common Stock upon exercise of the Warrant it owns.
Page 5 of 8
The above Warrant provides that in no event shall the Warrant be exercisable to the extent that the issuance of Common Stock upon exercise thereof, after taking into account the Common Stock then owned by Tang Capital Partners, LP and its affiliates, would result in the beneficial ownership by Tang Capital Partners, LP and its affiliates of more than 9.999% of the outstanding Common Stock (“Limitation on Exercise”). The Limitation on Exercise remains in effect with respect to such warrant and no shares are currently issuable upon exercise of such warrant. Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by Tang Capital Partners, LP or any other person that is the beneficial owner of any of the Common Stock underlying such warrant 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.
Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the 10,436,506 shares held by Tang Capital Partners, LP. Tang Capital Management, LLC 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 11,320,859 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, 95,891 shares issuable upon vesting of Restricted Stock held by Kevin C. Tang, 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 10,436,506 shares held by Tang Capital Partners, LP.
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 Haey
oung 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. Chang L. and Chung W. Kong are retired U.S. citizens. Ms. Lamb is a U.S. citizen and 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. The mailing address of all of the foregoing persons and entities is c/o Tang Capital Management, LLC, 4401 Eastgate Mall, San Diego, CA 92121. Kevin C. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
Page 6 of 8
The percentages used herein are based upon 39,609,188 shares of Common Stock outstanding as of April 30, 2010 (39,513,297 shares outstanding as of April 30, 2010, as reported by the Issuer on their Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 17, 2010, plus, in the case of Kevin C. Tang, an additional 95,891 shares issuable upon vesting of the Restricted Stock).
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(b)
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Voting and disposition powers:
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Sole power to vote or direct the vote:
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Tang Capital Partners, LP
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0 shares
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Tang Capital Management, LLC
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0 shares
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Kevin C. Tang
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311,141 shares
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Shared power to vote or direct the vote:
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Tang Capital Partners, LP
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10,436,506 shares
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Tang Capital Management, LLC
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10,436,506 shares
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Kevin C. Tang
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10,844,834 shares
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Sole power to dispose or direct the disposition:
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Tang Capital Partners, LP
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0 shares
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Tang Capital Management, LLC
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0 shares
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Kevin C. Tang
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311,141 shares
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Shared power to dispose or direct the disposition:
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Tang Capital Partners, LP
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10,436,506 shares
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Tang Capital Management, LLC
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10,436,506 shares
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Kevin C. Tang
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11,009,718 shares
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(c) Other than the purchases described in Item 3, none of Kevin C. Tang, Tang Capital Partners, LP and Tang Capital Management, LLC have effected any transaction in the Issuer’s common stock within the last 60 days.
(d) N/A.
(e) N/A.
Page 7 of 8
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.
June 3, 2010
| 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
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| Kevin C. Tang, Manager | |||
| /s/ Kevin C. Tang | |||
Page 8 of 8