0001214659-18-001310.txt : 20180215 0001214659-18-001310.hdr.sgml : 20180215 20180214185802 ACCESSION NUMBER: 0001214659-18-001310 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180215 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ignyta, Inc. CENTRAL INDEX KEY: 0001557421 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 453174872 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88015 FILM NUMBER: 18615437 BUSINESS ADDRESS: STREET 1: 4545 TOWNE CENTRE COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 255-5959 MAIL ADDRESS: STREET 1: 4545 TOWNE CENTRE COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Infinity Oil & Gas Co DATE OF NAME CHANGE: 20120913 FORMER COMPANY: FORMER CONFORMED NAME: Infinity Oill & Gas Co DATE OF NAME CHANGE: 20120904 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 g29180sc13ga1.htm AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
SCHEDULE 13G/A

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


Ignyta, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
 
451731103
(CUSIP Number)
 
 
 
 
December 31, 2017
(Date of Event Which Requires Filing of This Statement)
 
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐
Rule 13d-1(b)

ý
Rule 13d-1(c)

☐
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).

 
Page 1 of 8 Pages
 
CUSIP No.  451731103
 
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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
 OWNED BY
6
SHARED VOTING POWER
 
1,390,802
EACH REPORTING
 PERSON WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,390,802
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,390,802
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.1%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
Page 2 of 8 Pages
 
CUSIP No.  451731103
 
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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
 OWNED BY
6
SHARED VOTING POWER
 
1,390,802
EACH REPORTING
 PERSON WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,390,802
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,390,802
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.1%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
Page 3 of 8 Pages
 
CUSIP No.  451731103
 
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
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
 OWNED BY
6
SHARED VOTING POWER
 
1,390,802
EACH REPORTING
 PERSON WITH
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,390,802
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,390,802
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.1%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
Page 4 of 8 Pages
 
Item 1(a).
Name of Issuer:

Ignyta, Inc., a Delaware corporation (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

11111 Flintkote Avenue, San Diego, CA, 92121

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.

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:  451731103

Item 3.
Not applicable.

Item 4.
Ownership.

(a)
Amount Beneficially Owned:

Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 1,390,802 shares of the Issuer’s Common Stock.

Tang Capital Partners shares voting and dispositive power over such shares 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 the Issuer’s Common Stock beneficially owned by Tang Capital Partners.

Kevin C. Tang.  Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own the shares of the Issuer’s 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.
 
Page 5 of 8 Pages
 
The percentages used herein are based upon 67,656,026 shares of Common Stock outstanding, as set forth in the Issuer’s SC 14D-9 that was filed with the Securities and Exchange Commission (“SEC”) on January 10, 2018.

(b)
Percent of Class:

Tang Capital Partners
2.1%
Tang Capital Management
2.1%
Kevin C. Tang
2.1%

(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
1,390,802 shares
Tang Capital Management
1,390,802 shares
Kevin C. Tang
1,390,802 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
1,390,802 shares
Tang Capital Management
1,390,802 shares
Kevin C. Tang
1,390,802 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.
 
Page 6 of 8 Pages
 
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.
 
Page 7 of 8 Pages
 
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, 2018
 
 
 
 
 
 
 
 
 
 
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
 

Page 8 of 8 Pages
EX-99.1 2 ex99_1.htm EXHIBIT 99.1
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, $0.0001 par value per share, of Ignyta, 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: February 14, 2018
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