0001415889-24-002278.txt : 20240202
0001415889-24-002278.hdr.sgml : 20240202
20240202160012
ACCESSION NUMBER: 0001415889-24-002278
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240126
FILED AS OF DATE: 20240202
DATE AS OF CHANGE: 20240202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TANG KEVIN C
CENTRAL INDEX KEY: 0001178579
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24591195
MAIL ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP
CENTRAL INDEX KEY: 0001191935
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24591193
BUSINESS ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-200-3830
MAIL ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TANG CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001232621
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24591194
BUSINESS ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-200-3830
MAIL ADDRESS:
STREET 1: 4747 EXECUTIVE DRIVE
STREET 2: SUITE 210
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rain Oncology Inc.
CENTRAL INDEX KEY: 0001724979
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 821130967
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8000 JARVIS AVENUE
STREET 2: SUITE 204
CITY: NEWARK
STATE: CA
ZIP: 94560
BUSINESS PHONE: (510) 953-5559
MAIL ADDRESS:
STREET 1: 8000 JARVIS AVENUE
STREET 2: SUITE 204
CITY: NEWARK
STATE: CA
ZIP: 94560
FORMER COMPANY:
FORMER CONFORMED NAME: Rain Therapeutics Inc.
DATE OF NAME CHANGE: 20171211
4
1
form4-02022024_040201.xml
X0508
4
2024-01-26
1
0001724979
Rain Oncology Inc.
RAIN
0001178579
TANG KEVIN C
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO
CA
92121
false
false
true
false
0001232621
TANG CAPITAL MANAGEMENT LLC
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO
CA
92121
0
0
1
0
0001191935
TANG CAPITAL PARTNERS LP
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO
CA
92121
0
0
1
0
0
Common Stock
2024-01-26
4
U
0
3850513
D
0
I
By LP
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 13, 2023, by and among the Issuer, Pathos AI, Inc. ("Parent"), and WK Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, to which Parent completed a tender offer for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.16 per Share plus one contingent value right for potential cash payments of up to approximately $0.17 per Share. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $18,729.24.
The Reporting Persons received the following in exchange for each Share tendered in connection with the Merger: $1.16 in cash per Share and one contingent value right for potential cash payments of up to approximately $0.17 per Share.
The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP.
Kevin Tang
2024-02-02
Kevin Tang, Manager
2024-02-02
Kevin Tang, Manager of Tang Capital Management, LLC, General Partner
2024-02-02