13D Filing: Tang Capital Partners LP and La Jolla Pharmaceutical Co (LJPC)

Tang Capital Partners, LP is the beneficial owner of 4,138,893 shares of the Issuer’s Common Stock and 3,519.315 shares of the Issuer’s Series C-1² Preferred. As described below, the shares of the Series C-1² Preferred owned by Tang Capital Partners, LP are not currently convertible. Tang Capital Partners, LP shares voting and dispositive power over such shares of Common Stock and Series C-1² Preferred with Tang Capital Management, LLC and Kevin C. Tang.

Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock and Series C-1² Preferred owned 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.

The Series C-1² Preferred is convertible into the Issuer’s Common Stock at a rate of 1,724 shares of Common Stock for each share of Series C-1² Preferred. There is no right to convert the Series C-1² Preferred to the extent that, after giving effect to such conversion, the holder and its affiliates would beneficially own in excess of 9.999% of the outstanding shares of the Issuer’s Common Stock following such conversion. The holder can amend or waive the foregoing limitation by written notice to the Issuer, with such waiver taking effect only upon the expiration of a 61-day notice period. The foregoing limitation remains in effect with respect to the Series C-1² Preferred owned by the Reporting Persons, and, accordingly, no shares are currently issuable upon conversion of the Series C-1² Preferred. This description of the Series C-1² Preferred is qualified in its entirety by reference to: (i) the Issuer’s Amended and Restated Articles of Incorporation, which is set forth on Exhibit 3 and incorporated by reference herein (the “Charter”); (ii) the Consent and Amendment Agreement dated January 19, 2012, which is set forth on Exhibit 4 and incorporated by reference herein (the “First Consent”); (iii) the Consent and Waiver Agreement dated December 7, 2012, which is set forth on Exhibit 5 and incorporated by reference herein (the “Second Consent”); and (iv) the Consent and Waiver Agreement dated September 24, 2013, which is set forth on Exhibit 6 and incorporated by reference herein (the “Third Consent”). Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by the Reporting Persons or any other person that it is the beneficial owner of any of the Issuer’s Common Stock underlying such Series C-1² Preferred 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 and is not reflected herein.

The percentages used herein for Tang Capital Partners, LP and Tang Capital Management, LLC are based upon 25,567,529 shares of Common Stock outstanding as set forth in the Issuer’s Form 424B5 that was filed with the SEC on March 16, 2018. The percentages used herein for Kevin C. Tang are based upon 25,615,529 shares of Common Stock outstanding (25,567,529 shares of Common Stock outstanding as described in the foregoing sentence, plus an additional 48,000 shares of Common Stock issuable upon exercise of options granted to Kevin C. Tang).

(c)      Other than the purchases described in Item 3, none of the Reporting Persons have effected any transaction in the Issuer’s Common Stock within the last 60 days.

(d)      N/A.

(e)       N/A.

	Tang Capital Management, LLC
	By:	/s/ Kevin C. Tang
		Kevin C. Tang, Manager