Tang Capital Discloses Stake in Aurinia Pharmaceuticals
Ticker: AUPH · Form: SC 13D · Filed: Sep 12, 2024 · CIK: 1600620
| Field | Detail |
|---|---|
| Company | Aurinia Pharmaceuticals Inc. (AUPH) |
| Form Type | SC 13D |
| Filed Date | Sep 12, 2024 |
| Risk Level | medium |
| Pages | 13 |
| Reading Time | 15 min |
| Key Dollar Amounts | $44.5 million, $5.62, $5.80, $5.82, $5.76 |
| Sentiment | neutral |
Sentiment: neutral
Topics: activist-investor, stakeholder-change, schedule-13d
Related Tickers: AUPH
TL;DR
**Tang Capital just took a big stake in Aurinia!**
AI Summary
On September 6, 2024, Tang Capital Management LLC, led by Kevin Tang, filed a Schedule 13D regarding Aurinia Pharmaceuticals Inc. The filing indicates a change in beneficial ownership of the company's common shares, with Tang Capital Management LLC now holding a significant stake. The specific percentage and number of shares are detailed within the filing.
Why It Matters
This filing signals a substantial investment by a known activist investor, potentially leading to changes in corporate strategy or governance at Aurinia Pharmaceuticals.
Risk Assessment
Risk Level: medium — Schedule 13D filings often precede activist campaigns, which can introduce volatility and uncertainty for the target company's stock.
Key Players & Entities
- Aurinia Pharmaceuticals Inc. (company) — Subject company
- Tang Capital Management LLC (company) — Filing entity
- Kevin Tang (person) — Key individual associated with Tang Capital Management LLC
- Tang Capital Partners III, Inc (company) — Group member of filing entity
- Tang Capital Partners IV, Inc (company) — Group member of filing entity
- Tang Capital Partners, LP (company) — Group member of filing entity
FAQ
What is the exact date of the event requiring this filing?
The date of the event which requires filing of this statement is September 6, 2024.
Who is the subject company of this filing?
The subject company is Aurinia Pharmaceuticals Inc.
What class of securities is being reported on?
The filing concerns Common Shares, no par value.
Who is the primary filer and authorized to receive notices?
The primary filer is Tang Capital Management LLC, and Kevin Tang is the person authorized to receive notices and communications.
What is the CUSIP number for Aurinia Pharmaceuticals Inc. common shares?
The CUSIP number for Aurinia Pharmaceuticals Inc. common shares is 05156V102.
Filing Stats: 3,795 words · 15 min read · ~13 pages · Grade level 7.8 · Accepted 2024-09-12 16:10:26
Key Financial Figures
- $44.5 million — Shares were acquired with approximately $44.5 million of working capital set aside by Tang Ca
- $5.62 — er Share Quantity 7/15/24 Purchase $5.62 1 144,660 7/16/24 Purchase $5.80 2
- $5.80 — $5.62 1 144,660 7/16/24 Purchase $5.80 2 116,507 7/16/24 Purchase $5.82 3
- $5.82 — $5.80 2 116,507 7/16/24 Purchase $5.82 3 55,340 7/17/24 Purchase $5.76 4
- $5.76 — e $5.82 3 55,340 7/17/24 Purchase $5.76 4 101,215 7/18/24 Purchase $5.63 5
- $5.63 — $5.76 4 101,215 7/18/24 Purchase $5.63 5 135,984 7/19/24 Purchase $5.56 6
- $5.56 — $5.63 5 135,984 7/19/24 Purchase $5.56 6 137,480 7/19/24 Purchase $5.70 7
- $5.70 — $5.56 6 137,480 7/19/24 Purchase $5.70 7 46,294 7/19/24 Call Option Assign
- $5.57 — ,294 7/19/24 Call Option Assignment $5.57 1,000,000 7/22/24 Purchase $5.47 8
- $5.47 — $5.57 1,000,000 7/22/24 Purchase $5.47 8 62,520 ___________________________
- $5.54 — ple transactions at prices ranging from $5.54 to $5.67. The Reporting Persons underta
- $5.67 — actions at prices ranging from $5.54 to $5.67. The Reporting Persons undertake to pro
- $5.71 — ple transactions at prices ranging from $5.71 to $5.86. 3 These shares were purchase
- $5.86 — actions at prices ranging from $5.71 to $5.86. 3 These shares were purchased in mult
- $5.72 — ple transactions at prices ranging from $5.72 to $5.89. 4 These shares were purchase
Filing Documents
- e910242sc13d.htm (SC 13D) — 154KB
- 0001214659-24-016381.txt ( ) — 155KB
Security and Issuer
Item 1. Security and Issuer This Statement on Schedule 13D (this “ Statement ”) relates to Common Shares, no par value (the “ Common Shares ” or “ Shares ”) of Aurinia Pharmaceuticals Inc. (the “ Issuer ”). The address of the principal executive offices of the Issuer is #140, 14315 - 118 Avenue, Edmonton, Alberta T5L 4S6.
Identity and Background
Item 2. Identity and Background This Statement is voluntarily filed by Tang Capital Management, LLC, a Delaware limited liability company that is the general partner of Tang Capital Partners, LP (“ Tang Capital Management ”); Kevin Tang, a United States citizen who is the manager of Tang Capital Management and a member of the Board of Directors of the Issuer (“ Kevin Tang ”); Tang Capital Partners, LP, a Delaware limited partnership engaged in capital management (“ Tang Capital Partners ”); Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners, LP (“ Tang Capital Partners III ”) and Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners, LP (“ Tang Capital Partners IV ” and, collectively with Tang Capital Management, Kevin Tang, Tang Capital Partners and Tang Capital Partners III the “ Reporting Persons ”). Kevin Tang is the sole director and Chief Executive Officer of Tang Capital Partners III and Tang Capital Partners IV. The address of Tang Capital Management, Kevin Tang and Tang Capital Partners is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118. During the past five years, none of the Reporting Persons have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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.
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration The Common Shares were acquired with approximately $44.5 million of working capital set aside by Tang Capital Partners for the general purpose of investing. Tang Capital Partners, LP maintains commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.
Purpose of Transaction
Item 4. Purpose of Transaction On September 12, 2024, Mr. Tang was appointed as a member of the Board of Directors of the Issuer. The Reporting Persons purchased the Common Shares reported hereunder for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects. The Reporting Persons may, subject to applicable law and regulation, further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Shares at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market prices of the Common Shares (2) changes in the Issuer’s operations, business strategy or prospects or (3) the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will continue to closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer, industry analysts, existing or potential strategic partners or competitors and investment and financing professionals. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons: (1) modifying their ownership of the Common Shares (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements (3) proposing changes in the Issuer’s operations, governance or capitalization or (4) pursuing one or more of the other actions described in Item 4 of this Schedule 13D. Page 7 of 14 Pages
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer (a) Tang Capital Management beneficially owns 7,229,500 of the Issuer’s Common Shares. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners, Tang Capital Partners III and Kevin Tang. Kevin Tang beneficially owns 7,229,500 of the Issuer’s Common Shares. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners, Tang Capital Partners III and Tang Capital Management. Tang Capital Partners beneficially owns 6,729,500 of the Issuer’s Common Shares. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang. Tang Capital Partners III beneficially owns 500,000 of the Issuer’s Common Shares. Tang Capital Partners III shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang. The percentages used herein are based on 142,990,974 Common Shares outstanding as of July 31, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on August 1, 2024. Percent of Class: Tang Capital Management 5.1% Kevin Tang 5.1% Tang Capital Partners 4.7% Tang Capital Partners III 0.4% Tang Capital Partners IV 0.0% (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Tang Capital Management 0 shares Kevin Tang 0 shares Tang Capital Partners 0 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares (ii) shared power to vote or to direct the vote: Tang Capital Management 7,229,500 shares Kevin Tang 7,229,500 shares Tang Capital Partners 6,729,500 shares Tang Capital Partners III 500,000 shares Tang Capital Partners IV 0 shares Page 8 of 14 Pages (iii) sole power to dispose or to direct the disposition of: Tang Capital Management 0 shares Kevin Tang 0 sha
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Persons have potential obligations to purchase 3,000,000 of the Issuer’s Common Shares pursuant to put option contracts that expire on October 18, 2024 with a strike price of $6.00.
Material to Be Filed as Exhibits
Item 7. Material to Be Filed as Exhibits Exhibit 1: Joint Filing Agreement by and among the Reporting Persons. Page 13 of 14 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: September 12, 2024 TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL PARTNERS III, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL PARTNERS IV, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang Page 14 of 14 Pages EXHIBIT 1 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 Shares, no par value, of Aurinia 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 12 th day of September 2024. TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL PARTNERS III, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL PARTNERS IV, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang