Sec Form 13D Filing - TANG CAPITAL PARTNERS LP filing for Atea Pharmaceuticals Inc. (AVIR) - 2023-05-22

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

SCHEDULE 13D

 

 

Under the securities exchange act of 1934
(amendment no. ___)*

 

 

Atea Pharmaceuticals, Inc.
(Name of Issuer)

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

 

04683R106
(CUSIP Number)

 

 

Ryan A. Murr
James J. Moloney
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

 

May 22, 2023
(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 §§ 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 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).

 

 

CUSIP No. 481116101
1	NAMES OF REPORTING PERSONS   TANG CAPITAL PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   3,026,455
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   3,026,455

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,026,455
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   3.6%
14	TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 481116101
1	NAMES OF REPORTING PERSONS   TANG CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   3,026,455
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   3,026,455

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,026,455
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   3.6%
14	TYPE OF REPORTING PERSON   OO

 

 

CUSIP No. 481116101
1	NAMES OF REPORTING PERSONS   KEVIN TANG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   3,026,455
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   3,026,455

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,026,455
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   3.6%
12	TYPE OF REPORTING PERSON   IN

 

 

CUSIP No. 481116101
1	NAMES OF REPORTING PERSONS   Concentra Biosciences, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0%
12	TYPE OF REPORTING PERSON   OO

 

 

Item 1.

Security and Issuer

 

This Statement on Schedule 13D (this "Statement") relates to shares of Common Stock, par value $0.001 per share (the "Common Stock" or "Shares") of Atea Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 225 Franklin Street, Suite 2100, Boston, MA 02110.

 

Item 2.

Identity and Background

 

This Statement is voluntarily filed by Tang Capital Partners, LP, a Delaware limited partnership engaged in capital management ("Tang Capital Partners"); Tang Capital Management, LLC, a Delaware limited liability company that is the general partner of Tang Capital Partners ("Tang Capital Management"); Concentra Biosciences, LLC, a Delaware limited liability company ("Concentra") and Kevin Tang, a United States citizen who is the manager of Tang Capital Management and Chief Executive Officer of Concentra ("Kevin Tang" and, collectively with Tang Capital Partners, Tang Capital Management and Concentra, the "Reporting Persons"). The address of each of the Reporting Persons is 4747 Executive Drive, Suite 210, San Diego, CA 92121.

 

During the past five years, none of the Reporting Persons has 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The Common Stock was acquired with approximately $8.9 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 shares of Common Stock reported herein.

 

Item 4.

Purpose of Transaction

 

The Reporting Persons purchased the Common Stock 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. In light of that ongoing evaluation, on May 22, 2023, Concentra, an affiliate of Tang Capital Partners, sent an acquisition proposal to the Issuer outlining the principal terms on which it would acquire all of the outstanding Common Stock of the Issuer (see Exhibit 2). The acquisition proposal provides that it is non-binding and subject to confirmatory diligence, as well as the execution of a definitive merger agreement. The Reporting Persons intend to engage in discussions with the Issuer and its representatives concerning the acquisition proposal and the proposal contained therein and to enter into negotiations with the Issuer with respect thereto. There can be no certainty as to whether discussions will occur, or if they do, the outcome of such discussions.

  

While the Reporting Persons intend to pursue the proposal described in the acquisition proposal, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market prices of the shares of Common Stock; (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) consummating the transaction contemplated by the acquisition proposal; (2) modifying their ownership of the Common Stock; (3) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (4) proposing changes in the Issuer’s operations, governance or capitalization; or (5) pursuing one or more of the other actions described in Item 4 of this Schedule 13D.

 

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to: (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in Item 4 of this Schedule 13D; and (3) subject to applicable law and regulation, acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and/or change their plans or proposals relating to the foregoing.

 

Item 5.

Interest in Securities of the Issuer

 

(a) Tang Capital Partners beneficially owns 3,026,455 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 beneficially owns 3,026,455 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 beneficially owns 3,026,455 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.

 

The percentages used herein are based on 83,399,377 shares of Common Stock outstanding as of May 5, 2023, as set forth in the Issuer's Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on May 8, 2023.

 

Percent of Class:

 

Tang Capital Partners	3.6%
Tang Capital Management	3.6%
Kevin Tang	3.6%
Concentra	0.0%

 

(b)       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
Concentra	0 shares

 

(ii)

shared power to vote or to direct the vote:

 

Tang Capital Partners	3,026,455 shares
Tang Capital Management	3,026,455 shares
Kevin Tang	3,026,455 shares
Concentra	0 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
Concentra	0 shares

 

(iv)

shared power to dispose or to direct the disposition of:

 

Tang Capital Partners	3,026,455 shares
Tang Capital Management	3,026,455 shares
Kevin Tang	3,026,455 shares
Concentra	0 shares

 

(c)       The following describes all transactions in the Issuer’s Common Stock that were effected during the past 60 days by the Reporting Persons:

 

Transaction Date	Nature of Transaction	Price Per Share	Quantity
3/27/23	Purchase	$3.141	219,731
3/28/23	Purchase	$3.132	162,260
3/29/23	Purchase	$3.243	156,435
3/29/23	Purchase	$3.134	4,100
3/30/23	Purchase	$3.265	131,006
3/31/23	Purchase	$3.306	29,050
4/4/23	Purchase	$3.307	35,195
4/5/23	Purchase	$3.308	6,040
4/6/23	Purchase	$3.309	100
4/10/23	Purchase	$3.2910	3,700
4/12/23	Purchase	$3.2911	7,800

 

_____________________________

 

¹ The prices reported are weighted average prices. These shares were purchased in multiple transactions at prices ranging from $3.00 to $3.18. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes 1 through 33 herein.

² These shares were purchased in multiple transactions at prices ranging from $3.11 to $3.17.

³ These shares were purchased in multiple transactions at prices ranging from $3.16 to $3.28.

⁴ These shares were purchased in multiple transactions at $3.13.

⁵ These shares were purchased in multiple transactions at prices ranging from $3.20 to $3.30.

⁶ These shares were purchased in multiple transactions at prices ranging from $3.28 to $3.30.

⁷ These shares were purchased in multiple transactions at prices ranging from $3.28 to $3.30.

⁸ These shares were purchased in multiple transactions at prices ranging from $3.29 to $3.30.

⁹ These shares were purchas ed in multiple transactions at $3.30.

¹⁰ These shares were purchased in multiple transactions at prices ranging from $3.28 to $3.30.

¹¹ These shares were purchased in multiple transactions at prices ranging from $3.29 to $3.30.

 

 

4/13/23	Purchase	$3.2912	1,100
4/14/23	Purchase	$3.2813	124,341
4/17/23	Purchase	$3.2814	10,285
4/18/23	Purchase	$3.2515	150,615
4/19/23	Purchase	$3.2816	38,708
4/20/23	Purchase	$3.2617	144,889
4/21/23	Purchase	$3.2818	195,394
4/24/23	Purchase	$3.2419	131,466
4/25/23	Purchase	$3.2820	102,260
4/26/23	Purchase	$3.2821	51,683
4/27/23	Purchase	$3.2922	65,924
4/28/23	Purchase	$3.2823	102,596
5/1/23	Purchase	$3.2724	129,422
5/2/23	Purchase	$3.2425	73,227
5/3/23	Purchase	$3.2426	111,900
5/4/23	Purchase	$3.2727	60,469
5/8/23	Purchase	$3.3028	3,720
5/9/23	Purchase	$3.2729	85,197
5/10/23	Purchase	$3.2730	130,702
5/11/23	Purchase	$3.2931	49,332
5/12/23	Purchase	$3.2432	180,111
5/15/23	Purchase	$3.2933	27,697

  

_____________________________

 

¹² These shares were purchased in multiple transactions at $3.29.

¹³ These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.30.

¹⁴ These shares were purchased in multiple transactions at prices ranging from $3.26 to $3.30.

¹⁵ These shares were purchased in multiple transactions at prices ranging from $3.21 to $3.30.

¹⁶ These shares were purchased in multiple transactions at prices ranging from $3.22 to $3.30.

¹⁷ These shares were purchased in multiple transactions at prices ranging from $3.24 to $3.30.

¹⁸ These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.30.

¹⁹ These shares were purchased in multiple transactions at prices ranging from $3.19 to $3.30.

²⁰ These shares were purchased in multiple transactions at prices ranging from $3.23 to $3.30.

²¹ These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.30.

²² These shares were purchased in multiple transactions at prices ranging from $3.26 to $3.30.

²³ These shares were purchased in multiple transactions at prices ranging from $3.26 to $3.30.

²⁴ These shares were purchased in multiple transactions at prices ranging from $3.23 to $3.30.

²⁵ These shares were purchased in multiple transactions at prices ranging from $3.21 to $3.25.

²⁶ These shares were purchased in multiple transactions at prices ranging from $3.23 to $3.25.

²⁷ These shares were purchased in multiple transactions at prices ranging from $3.23 to $3.30.

²⁸ These shares were purchased in multiple transactions at $3.30.

²⁹ These shares were purchased in multiple transactions at prices ranging from $3.23 to $3.30.

³⁰ These shares were purchased in multiple transactions at prices ranging from $3.24 to $3.30.

³¹ These shares were purchased in multiple transactions at prices ranging from $3.28 to $3.30.

³² These shares were purchased in multiple transactions at prices ranging from $3.20 to $3.28.

³³ These shares were purchased in multiple transactions at prices ranging from $3.27 to $3.30.

 

 

 

(d)       No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

 

(e)       Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1:	Joint Filing Agreement by and among the Reporting Persons.
Exhibit 2:	Acquisition Proposal, dated May 22, 2023, sent from Concentra to the Issuer.

 

 

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 22, 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
CONCENTRA BIOSCIENCES, LLC
By:	/s/ Kevin Tang
	Kevin Tang, Chief Executive Officer

 

 

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 stock, par value $0.001, of Atea 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 22^nd day of May, 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
CONCENTRA BIOSCIENCES, LLC
By:	/s/ Kevin Tang
	Kevin Tang, Chief Executive Officer

 

 

EXHIBIT 2

 

Concentra Biosciences, LLC

4747 Executive Drive, Suite 210 | San Diego, CA 92121

 

 

May 22, 2023

 

Board of Directors
Atea Pharmaceuticals, Inc.
c/o Jean-Pierre Sommadossi, Chief Executive Officer
225 Franklin Street, Suite 2100
Boston, Massachusetts 02110

 

Re:

Acquisition Proposal

 

Dear Directors:

 

On behalf of Concentra Biosciences, LLC, I am pleased to submit this non-binding proposal to acquire 100% of the equity of Atea Pharmaceuticals, Inc. for $5.75 per share in cash, which represents a 55% premium to last Friday’s closing price, plus a contingent value right (“CVR”) representing the right to receive 80% of the net proceeds payable from any license or disposition of Atea’s programs (the “CVR Products”).

 

Concentra has access to significant capital resources through an arrangement with Tang Capital Partners, LP, its controlling shareholder. Furthermore, the management of Concentra, which has significant clinical development and business development experience, has both the expertise and resources to maximize the value of the CVR for the benefit of Atea s tockholders.

 

Our proposal is subject to limited confirmatory due diligence and is based on the availability of at least $570 million of net cash and cash equivalents at closing. We are prepared to complete due diligence and negotiate a definitive merger agreement by June 15, 2023 and would be able to close the acquisition by late July 2023.

 

We believe that our proposal represents a compelling offer for Atea stockholders. We hope that you share this view and look forward to discussing our proposal with you further. We would appreciate a response by 5pm ET on May 31, 2023, at which point this offer will expire.

 

 

 

	Sincerely,
	Kevin Tang
	Chief Executive Officer