Filing Details
- Accession Number:
- 0001214659-16-013102
- Form Type:
- 13D Filing
- Publication Date:
- 2016-08-10 17:00:29
- Filed By:
- Tang Capital Partners Lp
- Company:
- Heron Therapeutics Inc. (NASDAQ:HRTX)
- Filing Date:
- 2016-08-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Tang Capital Partners | 0 | 5,873,891 | 0 | 5,873,891 | 5,873,891 | 15.0% |
| Tang Capital Management | 0 | 5,873,891 | 0 | 5,873,891 | 5,873,891 | 15.0% |
| Kevin C. Tang | 418,338 | 5,873,891 | 418,338 | 5,873,891 | 6,292,229 | 16.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
| Heron Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 427746102 |
| (CUSIP Number) |
| Kevin C. Tang Tang Capital Management, LLC |
| 4747 Executive Drive, Suite 510 |
| San Diego, CA 92121 |
| (858) 200-3830 |
| (Name, Address and Telephone Number of Person Authorized to |
| Receive Notices and Communications) |
| August 5, 2016 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
| CUSIP NO. 427746102 | 13D/A | Page 2 of 8 |
| 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. | Source of Funds WC | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 5,873,891 | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 5,873,891 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,873,891 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 15.0% | ||
| 14 | Type of Reporting Person PN | ||
| CUSIP NO. 427746102 | 13D/A | Page 3 of 8 |
| 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. | Source of Funds WC | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | |
| 8. | Shared Voting Power 5,873,891 | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 5,873,891 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,873,891 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 15.0% | ||
| 14 | Type of Reporting Person OO | ||
| CUSIP NO. 427746102 | 13D/A | Page 4 of 8 |
| 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. | Source of Funds PF, WC, OO | ||
| 5. | Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 418,338 | |
| 8. | Shared Voting Power 5,873,891 | ||
| 9. | Sole Dispositive Power 418,338 | ||
| 10. | Shared Dispositive Power 5,873,891 | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,292,229 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 16.1% | ||
| 14 | Type of Reporting Person IN | ||
Item 3 of the Statement is hereby amended to add the following:
Tang Capital Partners, LP received $70,087 principal amount of senior secured convertible notes due 2021 (the “Notes”) on July 1, 2016 as interest paid-in-kind on the existing Notes held by Tang Capital Partners, LP.
On June 16, 2016, Tang Capital Partners, LP exercised a warrant to purchase 1,250,000 shares of the Issuer's Common Stock. The warrant was exercised by way of cashless exercise, which resulted in the withholding of 243,639 of the warrant shares to pay the exercise price and the issuance of 1,006,361 shares of the Issuer's Common Stock to Tang Capital Partners, LP.
Tang Capital Partners, LP holds some of its shares in commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in these accounts. The margin accounts may from time to time have debit balances. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the securities reported herein.
| Item 4. | Purpose of Transactions |
Item 4 of the Statement is hereby amended to add the following:
On August 5, 2016 (the “Closing Date”), the Issuer entered into a subordinated secured promissory note (the “Promissory Note”) and a security agreement (the “Security Agreement”) with Tang Capital Partners, LP whereby Tang Capital Partners, LP agreed to lend the Issuer up to $100 million. The Promissory Note has a two-year term and bears interest of 8% per annum. The first close of $50 million occurred on the Closing Date. The second close of an additional $50 million is subject to the achievement of a corporate milestone. There are no fees, no warrants and no equity conversion feature associated with this transaction. The Promissory Note is secured by a second-priority lien on substantially all of the Issuer’s assets.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
| (a) | Amount beneficially owned and percentage of class: | |
| Tang Capital Partners, LP | 5,873,891 shares, representing 15.0% of the class | |
| Tang Capital Management, LLC | 5,873,891 shares, representing 15.0% of the class | |
| Kevin C. Tang | 6,292,229 shares, representing 16.1% of the class | |
| (b) | Voting and disposition powers: | |
| Sole power to vote or direct the vote: | ||
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 418,338 shares | |
| Shared power to vote or direct the vote: | ||
| Tang Capital Partners, LP | 5,873,891 shares | |
| Tang Capital Management, LLC | 5,873,891 shares | |
| Kevin C. Tang | 5,873,891 shares | |
| | Sole power to dispose or direct the disposition: | |
| Tang Capital Partners, LP | 0 shares | |
| Tang Capital Management, LLC | 0 shares | |
| Kevin C. Tang | 418,338 shares | |
| Shared power to dispose or direct the disposition: | ||
| Tang Capital Partners, LP | 5,873,891 shares | |
| Tang Capital Management, LLC | 5,873,891 shares | |
| Kevin C. Tang | 5,873,891 shares | |
(c) Other than the transactions 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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Statement is hereby amended to add the following:
The information contained in Item 4 of this Amendment No. 16 is incorporated herein by reference.