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OMB Number 3235-0145
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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. 2)*
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)
October 6, 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 [ ].
* 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 1,625,512*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,625,512*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,625,512*
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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)
25.56%
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14. Type of Reporting Person (See Instructions)
PN
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* Represents 323,050 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 450,154 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
--------------------------------------------------------------------------------
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 1,625,512*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,625,512*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,625,512*
--------------------------------------------------------------------------------
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)
25.56%
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14. Type of Reporting Person (See Instructions)
OO
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* Represents 323,050 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 450,154 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
--------------------------------------------------------------------------------
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 1,626,095*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,626,095*
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,626,095*
--------------------------------------------------------------------------------
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)
25.57%
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14. Type of Reporting Person (See Instructions)
IN
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* Represents 323,633 shares of common stock, shares of preferred stock
convertible into 852,308 shares of common stock, and warrants to purchase
up to 450,154 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)
0.7%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed as
an amendment to the initial statement on Schedule 13D relating to the common
stock $.001 par value per share of IntraBiotics Pharmaceuticals, Inc., a
Delaware Corporation (the "issuer" herein), as filed with the Securities and
Exchange Commission (the "SEC") on May 1, 2003, as amended by Amendment No. 1
filed with the SEC on May 23, 2003. The principal executive offices of the
issuer are located at 2483 East Bayshore Road, Suite 100, Palo Alto, CA 94303.
The Schedule 13D is hereby further amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 6, 2003, Tang Capital Partners, LP entered into a Common Stock
and Warrant Purchase Agreement with the issuer in a private transaction, to
acquire 120,000 shares of Common Stock and a Warrant to purchase 24,000 shares
of Common Stock. The purchase price for the securities was $10.85 per share of
Common Stock. The Warrant will have a term of five years and is exercisable at
an exercise price of $10.85 per share.
The funds used to purchase these securities were from available working
capital of Tang Capital Partners, LP. No funds used to acquire the issuer's
securities by Tang Capital Partners, LP were borrowed or otherwise obtained.
In addition, the issuer previously paid dividends to holders of its Series A
Preferred Stock in the form of shares of Common Stock. The shares reported
herein include 5,693 shares of Common Stock issued to Tang Capital Partners, LP
as a dividend on June 30, 2003 and 2,778 shares of Common Stock issued to Tang
Capital Partners, LP as a dividend on September 30, 2003.
ITEM 4. PURPOSE OF TRANSACTION
The securities purchased by Tang Capital Partners, LP referenced in Item 5
of this Amendment No. 2 were purchased in a private transaction for investment
purposes based on price and favorable market conditions. The securities
purchase was negotiated between Tang Capital Partners, LP and certain other new
and existing investors in the issuer, and the issuer.
The reporting persons may dispose of issuer securities or purchase issuer
securities for investment purposes based on available price and other general
market conditions for the securities and in compliance with the issuer's
internal trading restrictions applicable to its directors (by virtue of the fact
that Kevin C. Tang is a director of the issuer). Except as may arise in
connection with the normal execution of Mr. Tang's 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 held by Tang Capital Partners, LP), 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 Tang Capital Partners, LP's
right to designate two members of the issuer's board of directors, as described
in the issuer's definitive proxy statement filed with the SEC on March 3, 2003),
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) The aggregate number and percentage of securities to which this
Schedule 13D relates is 1,659,042 shares, representing approximately 26.09% of
the 5,056,768 shares of Common Stock outstanding as of the date of this report
(based upon the issuer's issuance of 1,774,000 shares of its Common Stock as
reported in its Report Form 8-K filed with the SEC on October 9, 2003, in
addition to 3,282,768 shares reported outstanding by the issuer as of July 31,
2003, as reported in its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 filed with the SEC on August 13, 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 450,154 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 1,625,512 25.56%
Tang Capital Management, LLC 1,625,512 25.56%
Kevin C. Tang 1,626,095 25.57%
Oscar L. Tang 32,947 0.7%
(b) Number of shares to which such person has:
(i) Sole power to vote or direct the vote:
Tang Capital Partners, LP 1,625,512 shares
Tang Capital Management, LLC 1,625,512 shares
Kevin C. Tang 1,626,095 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 1,625,512 shares
Tang Capital Management, LLC 1,625,512 shares
Kevin C. Tang 1,626,095 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. Kevin C.
Tang's shares' voting and dispositive power include 583 shares he holds as
custodian for his minor child.
Because of certain business and family relationships among the reporting
persons, they are filing as if they constitute a group solely for informational
purposes. By signing this statement, each reporting person agrees that this
statement is filed on his, her or its behalf. The filing of this statement is
not an admission by any reporting person that such reporting person and any
other reporting person or reporting persons constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule
13d-5 thereunder. Each reporting person disclaims beneficial ownership of, or a
pecuniary interest in, any securities of the issuer owned by any other reporting
person(and also in the case of Kevin C. Tang, the securities held as custodian
for his minor child), except to the extent of their pecuniary interest therein.
(c) Other than the purchase of Common Stock and Warrant described in Item 3,
none of the reporting persons has effected any transactions in the Company's
securities during the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None of the reporting persons has any contracts, arrangements or
understandings with any other reporting person or with any other person with
respect to the securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement of Joint Filing, dated May 1, 2003 (filed as
Exhibit A with an earlier filed version of this Schedule 13D.)
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)