-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AaJQfdqfV8H/eZnjkiqaXVdNDfgSmlER07pHHgqZRE0voMZ6hA3+iDG9KZCP+r78 r4Ri7vUGeTHHSBEoHz+LGA== 0001214659-09-000328.txt : 20090217 0001214659-09-000328.hdr.sgml : 20090216 20090217170044 ACCESSION NUMBER: 0001214659-09-000328 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUROGEN CORP CENTRAL INDEX KEY: 0000849043 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222845714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41776 FILM NUMBER: 09615197 BUSINESS ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034888201 MAIL ADDRESS: STREET 1: 35 NORTHEAST INDUSTRIAL RD CITY: BRANFORD STATE: CT ZIP: 06405 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: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 s2139913ga1.htm AMENDMENT NO. 1 s2139913ga1.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G /A
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
( Amendment No. 1 )*
 
Neurogen Corporation
(Name of Issuer)
 
Common Stock, par value $0.025 per share
(Title of Class of Securities)
 
64124E106
(CUSIP Number)
 
December 31, 2008
(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).
 
Page 1 of 8 pages
 
CUSIP No.  64124E106
 
13G /A
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
 
4,578,980
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,578,980
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,578,980
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.7 %
12
TYPE OF REPORTING PERSON
 
PN
 
Page 2 of 8 pages
 
CUSIP No.  64124E106
 
13G /A
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
 
4,578,980
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,578,980
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,578,980
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.7%
12
TYPE OF REPORTING PERSON
 
OO

Page 3 of 8 pages
 
CUSIP No.  64124E106
 
13G /A
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
 
4,578,980
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,578,980
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,578,980
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.7%
12
TYPE OF REPORTING PERSON
 
IN
 
Page 4 of 8 pages

Item 1(a).
Name of Issuer:
   
 
Neurogen Corporation, a Delaware corporation (the “Issuer”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
45 Northeast Industrial Road, Branford, CT 06405
   
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:
   
 
4401 Eastgate Mall, 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 $0.025 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number:  64124E106
 
Item 3.
Not applicable.
   
Item 4.
Ownership.
   
 
(a)
Amount Beneficially Owned:
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 4,578,980 shares of 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 4,578,980 shares beneficially owned by Tang Capital Partners. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang.
     
   
Kevin C. Tang.  Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own the 4,578,980 shares beneficially owned by Tang Capital Partners.  Mr. Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.
     
   
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
 
Page 5 of 8 pages
 
   
In addition to the foregoing shares, Tang Capital Partners holds a warrant to purchase 1,666,665 shares of the Issuer's Common Stock at an exercise price of $2.30 per share and an expiration date of April 10, 2013.
     
   
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 and its affiliates, would result in the beneficial ownership by Tang Capital Partners and its affiliates of more than 4.99% of the outstanding Common Stock (the "Issuance Limitation"). Tang Capital Partners has the express right to waive the Issuance Limitation upon sixty-one (61) days written notice to the Issuer. The Issuance Limitation presently 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 13G nor any of its contents shall be deemed to constitute an admission by Tang Capital Partners or any other person that it 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 such beneficial ownership is expressly disclaimed.
 
 
(b)
Percent of Class:
     
   
Tang Capital Partners
6.7%
   
Tang Capital Management
6.7%
   
Kevin C. Tang
6.7%
       
 
(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
4,578,980 shares
     
Tang Capital Management
4,578,980 shares
     
Kevin C. Tang
4,578,980 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
4,578,980 shares
     
Tang Capital Management
4,578,980 shares
     
Kevin C. Tang
4,578,980 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:  ¨
 
Page 6 of 8 pages
 
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.
 
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 17, 2009  
     
     
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
 -----END PRIVACY-ENHANCED MESSAGE-----