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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTRABIOTICS PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
46116T 10 0
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(CUSIP Number)
Kevin C. Tang
Tang Capital Management, LLC
4401 Eastgate Mall
San Diego, CA 92121
(858) 200-3831
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 2003
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(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 ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
* 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 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. 46116T 10 0
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Tang Capital Partners, LP
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x] Joint-Filing
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 1,417,741*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,417,741*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,741*
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
31.2%
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14. Type of Reporting Person (See Instructions)
PN
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* Represents 139,279 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 426,154 shares of common stock.
CUSIP No. 46116T 10 0
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Tang Capital Management, LLC
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x] Joint-Filing
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 1,417,741*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,417,741*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,741*
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
31.2%
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14. Type of Reporting Person (See Instructions)
OO
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* Represents 139,279 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 426,154 shares of common stock.
CUSIP No. 46116T 10 0
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kevin C. Tang
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x] Joint-Filing
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 1,417,741*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,417,741*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,741*
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
31.2%
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14. Type of Reporting Person (See Instructions)
IN
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* Represents 139,279 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 426,154 shares of common stock.
CUSIP No. 46116T 10 0
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Oscar L. Tang
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x] Joint-Filing
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 23,408
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 9,539
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 23,408
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
9,539
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
32,947
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
1.0%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This statement relates to Intrabiotics Pharmaceuticals, Inc. Common Stock.
The principal executive offices of the issuer are located at 2483 East Bayshore
Road, Suite 100, Palo Alto, CA 94303.
ITEM 2. IDENTITY AND BACKGROUND
The name, business address and present principal occupation or business of
each of the persons filing this statement are as follows:
Tang Capital Partners, LP is a capital management company. The business
address of Tang Capital Partners, LP is c/o Tang Capital Management, LLC at
such address shown below.
Tang Capital Management, LLC is the general partner of Tang Capital
Partners, LP. The business address of Tang Capital Management, LLC is
4401 Eastgate Mall, San Diego, CA 92121.
Kevin C. Tang is the Manager of Tang Capital Management, LLC. The
business address of Kevin C. Tang is c/o Tang Capital Management, LLC at such
address shown above.
Oscar L. Tang is a private investor. The business address of Oscar L.
Tang is c/o Reich & Tang Asset Management LLC, 600 Fifth Avenue, 8th Floor,
New York, NY 10020.
None of the persons filing this statement has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the persons filing this statement has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Each of the persons filing this statement is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 1, 2003, Tang Capital Partners, LP purchased 162 shares of Series A
Preferred Stock and warrants to purchase up to 426,154 shares of Common Stock of
the issuer. The shares of Series A Preferred Stock are convertible into 852,308
shares of Common Stock of the issuer. The Warrants will have a term of five
years and are exercisable at an exercise price of $2.066 per share.
Prior to acquiring such securities, Tang Capital Partners, LP, Tang Capital
Management, LLC and Kevin C. Tang beneficially owned 139,279 shares of Common
Stock and Oscar L. Tang beneficially owned 32,947 shares of Common Stock. The
prior beneficial ownership was previously reported by the reporting persons on
Schedule 13G filed on March 4, 2003.
The funds used to purchase the securities referenced above were from
working capital of Tang Capital Partners, LP, with respect to the securities
beneficially owned by Tang Capital Partners, LP, Tang Capital Management, LLC
and Kevin C. Tang, and from personal funds with respect to the securities
beneficially owned by Oscar L. Tang.
No funds used to acquire the issuer's securities by the reporting persons
were borrowed or otherwise obtained.
ITEM 4. PURPOSE OF TRANSACTION
The May 1, 2003 transaction described in Item 3 occurred as a result of
negotiations between Tang Capital Partners, LP and the issuer. Tang Capital
Partners, LP is acquiring the securities for investment purposes and to acquire
a strategic interest and influence the control of the issuer. Depending on
market conditions, the reporting persons may increase or decrease their
beneficial ownership of the shares of Common Stock of the issuer.
Tang Capital Partners, LP has the right to designate two board members as
representatives of the Series A Preferred Stock holders. In connection with the
purchase, Kevin C. Tang will be designated as a member of the issuer's board of
directors to serve as a representative of the holders of Series A Preferred
Stock. In his capacity as a director of the issuer, Kevin C. Tang will
participate in decisions made by the board of directors in the ordinary course
of business of the issuer. Except as may arise in connection with the normal
execution of his position as a director, or as provided in this paragraph, none
of the persons filing this statement has any present plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the issuer (other than the acquisition of Common Stock upon
conversion of Series A Preferred Stock or exercise of Warrants as described
herein), or the disposition of securities of the issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the issuer or any of its subsidiaries; (d) any
change in the present board of directors or management of the issuer (other than
the designation of an additional Series A Preferred Stock holder representative
to the board as described herein), including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
issuer; (f) any other material change in the issuer's business or corporate
structure; (g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; (h) causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the
issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Any of the reporting persons may from time to time acquire or dispose of
issuer securities. Such acquisitions or dispositions may be made in the open
market or in privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of securities to which this
Schedule 13D relates is 1,450,688 shares, representing approximately 31.9% of
the 3,269,168 shares of Common Stock outstanding as reported by the issuer in
its Definitive Proxy Statement filed with the Securities and Exchange Commission
on April 30, 2003 (and taking into account in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, a total of 852,308 shares of
Common Stock issuable upon conversion of Series A Preferred Stock held as
described herein and 426,154 shares of Common Stock issuable upon exercise of
the Warrants held as described herein.) The reporting persons beneficially own
the securities set forth below:
Name Shares % of Class
----------------------------- --------- ----------
Tang Capital Partners, LP 1,417,741 31.2%
Tang Capital Management, LLC 1,417,741 31.2%
Kevin C. Tang 1,417,741 31.2%
Oscar L. Tang 32,947 1.0%
(b) Number of shares to which such person has:
(i) Sole power to vote or direct the vote:
Tang Capital Partners, LP 1,417,741 shares
Tang Capital Management, LLC 1,417,741 shares
Kevin C. Tang 1,417,741 shares
Oscar L. Tang 23,408 shares
(ii) Shared power to vote or direct the vote:
Tang Capital Partners, LP 0 shares
Tang Capital Management, LLC 0 shares
Kevin C. Tang 0 shares
Oscar L. Tang 9,539 shares
(iii) Sole power to dispose or direct the disposition of:
Tang Capital Partners, LP 1,417,741 shares
Tang Capital Management, LLC 1,417,741 shares
Kevin C. Tang 1,417,741 shares
Oscar L. Tang 23,408 shares
(iv) Shared power to dispose or direct the disposition of:
Tang Capital Partners, LP 0 shares
Tang Capital Management, LLC 0 shares
Kevin C. Tang 0 shares
Oscar L. Tang 9,539 shares
Oscar L. Tang's shares' voting and dispositive powers are through an
investment advisor or trustee relationship for various family members.
(c) Other than the May 1, 2003 purchase described in Item 4, none of the
reporting persons has effected any transactions in the issuer's Common Stock
within the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Tang Capital Partners, LP is the registered holder of the issuer Common
Stock, Series A Preferred Stock and Warrants. Tang Capital Management, LLC is
the general partner of Tang Capital Partners, LP. Kevin C. Tang is the Manager
of Tang Capital Management, LLC.
Each of Kevin C. Tang and Oscar L. Tang owns a limited partnership interest
in Tang Capital Partners, LP and disclaims any beneficial ownership in the
issuer securities reported by Tang Capital Partners, LP other than his pecuniary
interest therein. Kevin C. Tang is the son of Oscar L. Tang.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement of Joint Filing, dated May 1, 2003
Exhibit B Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Intrabiotics Pharmaceuticals, Inc.
(incorporated by reference from Appendix A of the issuer's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 3, 2003)
Exhibit C Preferred Stock and Warrant Purchase Agreement (incorporated by
reference from Appendix B of the issuer's Definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 3, 2003)
Exhibit D Intrabiotics Pharmaceuticals, Inc. Certificate of Designation of
Series A Convertible Preferred Stock (incorporated by reference
from Appendix C of the issuer's Definitive Proxy Statement filed
with the Securities and Exchange Commission on March 3, 2003)
Exhibit E Warrant to Purchase Shares of Common Stock of Intrabiotics
Pharmaceuticals, Inc. (incorporated by reference from Appendix D
of the issuer's Definitive Proxy Statement filed with the
Securities and Exchange Commission on March 3, 2003)
Exhibit F Stockholder Agreement (incorporated by reference from Appendix E
of the issuer's Definitive Proxy Statement filed with the
Securities and Exchange Commission on March 3, 2003)
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.
TANG CAPITAL PARTNERS, LP
By: Tang Capital Management, LLC
By: /s/ Kevin C. Tang
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Kevin C. Tang, Manager
TANG CAPITAL MANAGEMENT, LLC
By: /s/ Kevin C. Tang
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Kevin C. Tang, Manager
/s/ Kevin C. Tang
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KEVIN C. TANG
/s/ Oscar L. Tang
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OSCAR L. TANG
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
EXHIBIT A
TO SCHEDULE 13D
DATED MAY 1, 2003
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of Intrabiotics
Pharmaceuticals, Inc. and that this Agreement be included as an Exhibit to
such joint filing. The Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 1st day
of May, 2003.
TANG CAPITAL PARTNERS, LP
By: Tang Capital Management, LLC
By: /s/ Kevin C. Tang
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Kevin C. Tang, Manager
TANG CAPITAL MANAGEMENT, LLC
By: /s/ Kevin C. Tang
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Kevin C. Tang, Manager
/s/ Kevin C. Tang
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KEVIN C. TANG
/s/ Oscar L. Tang
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OSCAR L. TANG