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Securities and Exchange Commission

Washington, DC 20549

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Tarsus Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

 

87650L103

(CUSIP Number)

 

 

 

May 3, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

oRule 13d-1(b)

 

ýRule 13d-1(c)

 

oRule 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).

 

 

 Page 1 of 8 
 

 

CUSIP No.  87650L103 

 

 13G 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) x
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

 

2,091,753

Each Reporting
Person with		 7

Sole Dispositive Power

 

0

 

  8

Shared Dispositive Power

 

2,091,753

 

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

2,091,753

 

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

7.9%

 

12

type of reporting person

 

pN

 

       

 Page 2 of 8 
 

 

CUSIP No.  87650L103 

 

 13G 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) x
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

 

2,091,753

Each Reporting
Person with		 7

Sole Dispositive Power

 

0

 

  8

Shared Dispositive Power

 

2,091,753

 

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

2,091,753

 

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

7.9%

 

12

type of reporting person

 

OO

 

       

 Page 3 of 8 
 

 

CUSIP No.  87650L103 

 

 13G 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) x
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

 

2,091,753

Each Reporting
Person with		 7

Sole Dispositive Power

 

0

 

  8

Shared Dispositive Power

 

2,091,753

 

9

Aggregate Amount Beneficially Owned by each Reporting Person

 

2,091,753

 

10

Check Box if the Aggregate Amount in Row (9) excludes certain shares

 

¨

11

Percent of Class represented by amount in row 9

 

7.9%

 

12

type of reporting person

 

IN

 

       

 Page 4 of 8 
 

 

Item 1(a).Name of Issuer:

 

Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

15440 Laguna Canyon Road, Suite 160, Irvine, CA 92618

 

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:

 

Common Stock, par value $0.0001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number: 87650L103

 

Item 3.Not applicable.

 

Item 4.Ownership.

 

(a)Amount Beneficially Owned:

 

Tang Capital Partners. Tang Capital Partners beneficially owns 2,091,753 shares of the Issuer’s Common Stock.

 

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 2,091,753 shares of the Issuer’s Common Stock.

 

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

 

Kevin Tang. Kevin Tang beneficially owns 2,091,753 shares of the Issuer’s Common Stock.

 

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

 

 Page 5 of 8 
 

 

The percentages used herein are based on 26,327,701 shares of Common Stock outstanding (20,727,701 shares of Common Stock reported to be issued and outstanding as of May 4, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2022, plus an additional 5,600,000 shares of Common Stock reported to be issued and outstanding in the Issuer’s Prospectus filed with the SEC pursuant to Rule 424(b)(5) on May 4, 2022 after giving effect to the completion of the offering as described therein).

 

(b)Percent of Class:

 

Tang Capital Partners 7.9%
Tang Capital Management 7.9%
Kevin Tang 7.9%

 

(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 2,091,753 shares
Tang Capital Management 2,091,753 shares
Kevin Tang 2,091,753 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 2,091,753 shares
Tang Capital Management 2,091,753 shares
Kevin Tang 2,091,753 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: ¨

 

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.

 

 Page 6 of 8 
 

 

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.

 

 Page 7 of 8 
 

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: May 13, 2022
 
 
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

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Tarsus Pharmaceuticals, Inc. and further agree to the filing of this Joint Filing Agreement as an exhibit thereto. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Joint Filing Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

 

Date: May 13, 2022 TANG CAPITAL PARTNERS, LP
 		  
  By:   Tang Capital Management, LLC    
  Its:   General Partner   
     
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
 
  TANG CAPITAL MANAGEMENT, LLC
 		  
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
     
  /s/ Kevin Tang  
  Name:   Kevin Tang