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CUSIP No.  015384100

13G

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   11,000,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   11,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.5%
12	TYPE OF REPORTING PERSON   PN

 

CUSIP No.  015384100

13G

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   11,000,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   11,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.5%
12	TYPE OF REPORTING PERSON   OO

 

CUSIP No.  015384100

13G

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   11,000,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   11,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   9.5%
12	TYPE OF REPORTING PERSON   IN

 

Item 1(a).	Name of Issuer:
	Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	2091 Stierlin Court, Mountain View, California, 94043
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.  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:  015384100

 

Item 3.	Not applicable.
Item 4.	Ownership.

	(a)	Amount Beneficially Owned:
		Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 11,000,000 shares of the Issuer’s Common Stock and shares voting and dispositive power over such shares with Tang Capital Management and Kevin C. Tang.
		Tang Capital Partners also owns a warrant to purchase 11,000,000 shares of the Issuer’s Common Stock at an exercise price of $0.50 per share of Common Stock (the “Warrant”).  Tang Capital Partners shares voting and dispositive power over such Warrant with Tang Capital Management and Kevin C. Tang.
		The Warrant can be exercised by Tang Capital Partners at any time beginning on February 24, 2012 until the expiration of the Warrant on February 23, 2017.  The Warrant can only be exercised to the extent that, after such exercise, Tang Capital Partners would beneficially own no more than 4.99% of the Issuer’s Common Stock (the “Conversion Limitation”).  Upon delivering written notice to the Issuer, Tang Capital Partners may increase the Conversion Limitation to 9.99%; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

 

 

		As of the date of the filing of this Statement, the Warrant is currently not exercisable by Tang Capital Partners.
		Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tang Capital Partners.
		Kevin C. Tang.  Kevin C. Tang, as the manager of Tang Capital Management, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tang Capital Partners
		Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
		The percentages used herein are based upon 116,136,338 shares of the Issuer’s Common Stock outstanding per the Form 424B5 (file number 333-166514) as filed with the Securities and Exchange Commission on February 17, 2012.

 

	(b)	Percent of Class:
		Tang Capital Partners	9.5%
		Tang Capital Management	9.5%
		Kevin C. Tang	9.5%

 

 

	(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	11,000,000 shares
			Tang Capital Management	11,000,000 shares
			Kevin C. Tang	11,000,000 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	11,000,000 shares
			Tang Capital Management	11,000,000 shares
			Kevin C. Tang	11,000,000 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:  ¨

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.

 

 

 

 

 

 

 

 

Date:	February 21, 2012
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

 

 

 

 

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