0001214659-12-003250.txt : 20120730 0001214659-12-003250.hdr.sgml : 20120730 20120730170048 ACCESSION NUMBER: 0001214659-12-003250 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120730 DATE AS OF CHANGE: 20120730 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anthera Pharmaceuticals Inc CENTRAL INDEX KEY: 0001316175 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201852016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85368 FILM NUMBER: 12994283 BUSINESS ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 856-5600 MAIL ADDRESS: STREET 1: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 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 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 1 m725120sc13g.htm m725120sc13g.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G

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

 
Anthera Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
 
03674U102
(CUSIP Number)


July 19, 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.  03674U102
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
5,500,000
EACH REPORTING
PERSON WITH
 
7
SOLE DISPOSITIVE POWER
0
 
 
 
8
SHARED DISPOSITIVE POWER
5,500,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,500,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.4%
 
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 

 
 
CUSIP No.  03674U102
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
5,500,000
EACH REPORTING
PERSON WITH
 
7
SOLE DISPOSITIVE POWER
0
 
 
 
8
SHARED DISPOSITIVE POWER
5,500,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,500,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.4%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 

 
 
CUSIP No.  03674U102
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
5,500,000
EACH REPORTING
PERSON WITH
 
7
SOLE DISPOSITIVE POWER
0
 
 
 
8
SHARED DISPOSITIVE POWER
5,500,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,500,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.4%
 
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

 
 
Item 1(a).
Name of Issuer:
   
 
Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”)
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
25801 Industrial Boulevard, Suite B, Hayward, California 94545
   
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 $0.001 per share (the "Common Stock")
   
Item 2(e).
CUSIP Number:  03674U102
 
Item 3.
Not applicable.
   
Item 4.
Ownership.
 
  (a)
Amount Beneficially Owned:
     
 
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 5,500,000 shares of Common Stock and 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 5,500,000 shares of Common Stock 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 5,500,000 shares of 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.
   
 
The percentages used herein are based upon 74,074,419 shares of the Issuer’s Common Stock outstanding per the Issuer's Form 424B5 (file number 333-179043) as filed with the Securities and Exchange Commission on July 20, 2012.
 
 
Page 5 of 8 pages

 
 
 
(b)
Percent of Class:
 
       
   
Tang Capital Partners
7.4%
   
Tang Capital Management
7.4%
   
Kevin C. Tang
7.4%

 
(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
5,500,000 shares
   
Tang Capital Management
5,500,000 shares
   
Kevin C. Tang
5,500,000 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
5,500,000 shares
   
Tang Capital Management
5,500,000 shares
   
Kevin C. Tang
5,500,000 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.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
 
 
Page 6 of 8 pages

 
 
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:
          July 30, 2012
     
     
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 ex99_1.htm
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, $0.001 par value per share, of Anthera Pharmaceuticals, 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: July 30, 2012
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