Sec Form 13G Filing - TANG CAPITAL PARTNERS LP filing for ASLAN Pharmaceuticals LtdASLAN Pharmaceuticals Ltd - 2024-01-02

 

Securities and Exchange Commission

Washington, DC 20549

 

SCHEDULE 13G/A

 

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

ASLAN Pharmaceuticals Limited

(Name of Issuer)

 

Ordinary Shares as represented by American Depository Shares (“ADSs”),

par value $0.01 per ordinary share**

(Title of Class of Securities)

 

 

 

04522R200***

(CUSIP Number)

 

 

 

December 31, 2023

(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.

 

**Ordinary Shares are not for trading, but only in connection with the registration of the ADSs.

 

***CUSIP number assigned to the ADSs of the Company. Each ADS represents twenty-five Ordinary Shares.

 

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. 04522R200

13G/A

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   6,134,975
Each Reporting Person with		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   6,134,975
9	Aggregate Amount Beneficially Owned by each Reporting Person   6,134,975
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   1.5%
12	type of reporting person   pN

 

CUSIP No. 04522R200

13G/A

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   6,134,975
Each Reporting Person with		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   6,134,975
9	Aggregate Amount Beneficially Owned by each Reporting Person   6,134,975
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   1.5%
12	type of reporting person   OO

 

CUSIP No. 04522R200

13G/A

Page 4 of 8 Pages

1	NameS of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)   Kevin 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   6,134,975
Each Reporting Person with		7	Sole Dispositive Power   0
		8	Shared Dispositive Power   6,134,975
9	Aggregate Amount Beneficially Owned by each Reporting Person   6,134,975
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   1.5%
12	type of reporting person   IN

 

Item 1(a).

Name of Issuer:

 

ASLAN Pharmaceuticals Limited, a Delaware corporation (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

3 Temasek Avenue, Level 18 Centennial Tower, Singapore 039190

 

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 Tang, the manager of Tang Capital Management.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

4747 Executive Drive, Suite 210, 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:

 

Ordinary Shares, par value $0.01 per share, represented by ADSs (the “Ordinary Shares”)

 

Item 2(e).

CUSIP number 04522R200 has been assigned to the ADSs of the Company. Each ADS represents twenty-five Ordinary Shares.

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:

 

Tang Capital Partners. Tang Capital Partners beneficially owns 6,134,975 Ordinary Shares of the Issuer, which consists of (i) 5 Ordinary Shares and (ii) 6,134,970 Ordinary Shares currently issuable upon exercise of warrants.

 

Each warrant is exercisable for one of the Issuer’s Ordinary Shares and is immediately exercisable. Tang Capital Partners may not exercise any portion of the warrants for Ordinary Shares if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity whose beneficial ownership of Ordinary Shares would be aggregated with Tang Capital Partners for purposes of Section 13(d) of the Act, would own more than 9.99% of the Issuer’s outstanding Ordinary Shares after exercise. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

 

Tang Capital Management. Tang Capital Management beneficially owns 6,134,975 Ordinary Shares of the Issuer, which consists of (i) 5 Ordinary Shares and (ii) 6,134,970 Ordinary Shares currently issuable upon exercise of warrants.

 

 

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

 

Kevin Tang. Kevin Tang beneficially owns 6,134,975 Ordinary Shares of the Issuer, which consists of (i) 5 Ordinary Shares and (ii) 6,134,970 Ordinary Shares currently issuable upon exercise of warrants.

 

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

 

The percentages used herein are based on 422,946,350 Ordinary Shares outstanding, which is comprised of: (i) 416,811,380 Ordinary Shares outstanding as of June 30, 2023, as set forth in the Issuer’s Registration Statement filed on Form 6-K that was filed with the Securities and Exchange Commission on August 11, 2023 and (ii) 6,134,970 Ordinary Shares currently issuable upon exercise of the warrants.

 

(b)

Percent of Class:

 

Tang Capital Partners	1.5%
Tang Capital Management	1.5%
Kevin Tang	1.5%

 

(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 Tang	0 shares

 

(ii)

shared power to vote or to direct the vote:

 

Tang Capital Partners	6,134,975 shares
Tang Capital Management	6,134,975 shares
Kevin Tang	6,134,975 shares

 

(iii)

sole power to dispose or to direct the disposition of:

 

Tang Capital Partners	0 shares
Tang Capital Management	0 shares
Kevin Tang	0 shares

 

(iv)

shared power to dispose or to direct the disposition of:

 

Tang Capital Partners	6,134,975 shares
Tang Capital Management	6,134,975 shares
Kevin Tang	6,134,975 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:	January 2, 2024
TANG CAPITAL PARTNERS, LP
By:	Tang Capital Management, LLC, its General Partner
By:	/s/ Kevin Tang
	Kevin Tang, Manager
TANG CAPITAL MANAGEMENT, LLC
By:	/s/ Kevin Tang
	Kevin Tang, Manager
/s/ Kevin Tang
Kevin Tang

 

 

Page 8 of 8