0001214659-13-000784.txt : 20130214 0001214659-13-000784.hdr.sgml : 20130214 20130214080112 ACCESSION NUMBER: 0001214659-13-000784 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alexza Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001344413 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770567768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82505 FILM NUMBER: 13606302 BUSINESS ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650.944.7000 MAIL ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 c213133sc13ga1.htm AMENDMENT NO. 1 c213133sc13ga1.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A

 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 
Alexza Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
 
015384209
(CUSIP Number)
 
 
 
December 31, 2012
(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).
 
 
 
 
 
CUSIP No.  015384209
 
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
 
823,972
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
823,972
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
823,972
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
CUSIP No.   015384209
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
 
823,972
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
823,972
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
823,972
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
12
TYPE OF REPORTING PERSON
 
OO

 
 
 
 
CUSIP No.   015384209
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
 
823,972
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
823,972
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
823,972
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.9%
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:  015384209
 
Item 3.
Not applicable.
   
Item 4.
Ownership.

 
(a)
Amount Beneficially Owned:
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 823,972 shares of the Issuer’s Common Stock, which is comprised of a warrant to purchase 1,100,000 shares of the Issuer’s Common Stock at an exercise price of $5.00 per share (the “Warrant”).
     
   
The Warrant can be exercised by Tang Capital Partners at any time 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 only exercisable for 823,972 shares of the Issuer’s Common Stock as a result of the Conversion Limitation.
 
 
 
 
 
   
Tang Capital Partners shares voting and dispositive power over such shares of Common Stock and the Warrant 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 Common Stock and the Warrant 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 and the Warrant 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 16,512,474 shares of the Issuer’s Common Stock (15,688,502 shares outstanding as of October 26, 2012 per the Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 6, 2012, plus 823,972 shares of Common Stock issuable upon exercise of the Warrant).
 
 
(b)
Percent of Class:
  
       
   
Tang Capital Partners
4.9%
   
Tang Capital Management
4.9%
   
Kevin C. Tang
4.9%
 
 
 
(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
823,972 shares
     
Tang Capital Management
823,972 shares
     
Kevin C. Tang
823,972 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
823,972 shares
     
Tang Capital Management
823,972 shares
     
Kevin C. Tang
823,972 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:  þ
 
 
 
 
 
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.
 
 
 
 
 
 
 
 
 
 
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: 
February 14, 2013    
     
     
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