Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bellerophon Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
078771300
(CUSIP Number)
March 7, 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:
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | 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.
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 Pages |
|
CUSIP No. 078771300
|
13G | Page 2 of 8 Pages |
| 1 |
NameS
of Reporting Persons
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 Shares BENEFICIALLY Owned by Each Reporting Person with |
5 |
Sole Voting Power
0 |
| 6 | Shared Voting Power
1,062,619 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
1,062,619 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
1,062,619 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.99% |
| 12 | type of reporting person
pN |
| Page 2 of 8 Pages |
CUSIP No. 078771300
|
13G | Page 3 of 8 Pages |
| 1 | NameS
of Reporting Persons
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 Shares BENEFICIALLY Owned by Each Reporting Person with |
5 | Sole Voting Power
0 |
| 6 | Shared Voting Power
1,062,619 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
1,062,619 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
1,062,619 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.99% |
| 12 | type of reporting person
OO |
| Page 3 of 8 Pages |
|
CUSIP No. 078771300
|
13G | Page 4 of 8 Pages |
| 1 |
NameS
of Reporting Persons
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 Shares BENEFICIALLY Owned by Each Reporting Person with |
5 |
Sole Voting Power
0 |
| 6 | Shared Voting Power
1,062,619 | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
1,062,619 |
| 9 | Aggregate Amount Beneficially Owned by each Reporting Person
1,062,619 |
| 10 | Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 | Percent of Class represented by amount in row 9
9.99% |
| 12 |
type of reporting person
IN |
| Page 4 of 8 Pages |
| Item 1(a). | Name of Issuer: |
Bellerophon Therapeutics, Inc., a Delaware corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
184 Liberty Corner Road, Suite 302, Warren, NJ 07059
| 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 $0.01 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: 078771300 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital Partners beneficially owns 1,062,619 shares of the Issuer’s Common Stock, which consists of: (i) 873,974 shares of the Issuer’s Common Stock and (ii) 188,645 shares currently issuable upon exercise of Warrants (as defined below).
Tang Capital Partners owns 1,781,526 of the Issuer’s Pre-Funded Warrants (the “Warrants,” as defined in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on March 6, 2023).
Each Pre-Funded Warrant is exercisable for one share of the Issuer’s Common Stock and is immediately exercisable. Tang Capital Partners may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity whose beneficial ownership of Common Stock would be aggregated with Tang Capital Partners for purposes of Section 13(d) of the Act, would own more than 9.99% (the “Maximum Percentage”) of the Issuer’s outstanding shares of Common Stock after exercise. However, Tang Capital Partners may increase or decrease the Maximum Percentage to any other percentage, not in excess of 19.99%, by providing written notice to the Issuer, provided that any increase or decrease in such percentage shall not be effective until 61 days after notice is provided to the Issuer.
| Page 5 of 8 Pages |
The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, only 188,645 shares are currently issuable upon exercise of the Warrants.
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 1,062,619 shares of the Issuer’s Common Stock, which consists of: (i) 873,974 shares of the Issuer’s Common Stock and (ii) 188,645 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 1,062,619 shares of the Issuer’s Common Stock, which consists of: (i) 873,974 shares of the Issuer’s Common Stock and (ii) 188,645 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 10,636,830 shares of Common Stock outstanding, which is comprised of: (i) 10,448,185 shares of Common Stock outstanding as of March 7, 2023, as set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on March 6, 2023 and (ii) 188,645 shares of Common Stock currently issuable upon exercise of the Warrants.
| (b) | Percent of Class: |
| Tang Capital Partners | 9.99% |
| Tang Capital Management | 9.99% |
| Kevin Tang | 9.99% |
| (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 | 1,062,619 shares |
| Tang Capital Management | 1,062,619 shares |
| Kevin Tang | 1,062,619 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 |
| Page 6 of 8 Pages |
(iv) shared power to dispose or to direct the disposition of:
| Tang Capital Partners | 1,062,619 shares |
| Tang Capital Management | 1,062,619 shares |
| Kevin Tang | 1,062,619 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: o
| 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.
| Page 7 of 8 Pages |
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: | March 17, 2023 | |
| 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 Pages
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, $0.01 par value per share, of Bellerophon Therapeutics, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
| Date: March 17, 2023 | 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 | |||