0001214659-12-000624.txt : 20120214 0001214659-12-000624.hdr.sgml : 20120214 20120214134758 ACCESSION NUMBER: 0001214659-12-000624 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Galena Biopharma, Inc. CENTRAL INDEX KEY: 0001390478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84090 FILM NUMBER: 12607368 BUSINESS ADDRESS: STREET 1: 310 N. STATE STREET STREET 2: SUITE 208 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 BUSINESS PHONE: 855 855 GALE MAIL ADDRESS: STREET 1: 310 N. STATE STREET STREET 2: SUITE 208 CITY: LAKE OSWEGO STATE: OR ZIP: 97034 FORMER COMPANY: FORMER CONFORMED NAME: RXi Pharmaceuticals Corp DATE OF NAME CHANGE: 20110926 FORMER COMPANY: FORMER CONFORMED NAME: GALENA BIOPHARMA, INC. DATE OF NAME CHANGE: 20110922 FORMER COMPANY: FORMER CONFORMED NAME: RXI PHARMACEUTICALS CORP DATE OF NAME CHANGE: 20110921 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 m212124sc13ga2.htm AMENDMENT NO. 2 m212124sc13ga2.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No.  2)*

 
Galena Biopharma, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
 
363256108
(CUSIP Number)
 
 
December 31, 2011
(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.  363256108
13G/A
Page 2 of 7 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) o
(b) x
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
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
CUSIP No.  363256108
13G/A
Page 3 of 7 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) o
(b) x
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
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
CUSIP No.  363256108
13G/A
Page 4 of 7 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) o
(b) x
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
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

Item 1(a).
  
Name of Issuer:
     
   
Galena Biopharma, Inc., a Delaware corporation (the “Issuer”)
     
Item 1(b).
  
Address of Issuer’s Principal Executive Offices:
     
   
310 N. State Street, Suite 208, Lake Oswego, OR 97034
     
Item 2(a).
  
Name of Person Filing:
     
   
This Statement on Schedule 13G/A (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. Tang Capital Partners, Tang Capital Management and Kevin C. Tang shall hereinafter be referred to as the “Reporting Persons”.
     
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, $0.0001 par value per share (the “Common Stock”)
     
Item 2(e).
  
CUSIP Number: 363256108  

Item 3.
Not applicable.
   
Item 4.
Ownership.

 
(a)
Amount Beneficially Owned:
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of no shares of the Issuer’s Common Stock.
     
   
Tang Capital Management. Tang Capital Management is the beneficial owner of no shares of the Issuer’s Common Stock.
     
   
Kevin C. Tang.  Kevin C. Tang is the beneficial owner of no shares of the Issuer’s Common Stock.
     
   
The beneficial ownership as reported herein reflects the beneficial ownership of the Reporting Persons on the date this Statement is filed.
 
 
 (b)
Percent of Class:
     
   
Tang Capital Partners
0%
   
Tang Capital Management
0%
   
Kevin C. Tang
0%
 
 
 
 
 
 
(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
0 shares
     
Tang Capital Management
0 shares
     
Kevin C. Tang
0 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
0 shares
     
Tang Capital Management
0 shares
     
Kevin C. Tang
0 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: ý
   
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.
 
 
 
 
 
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, 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