Sec Form 13D Filing - TANG CAPITAL MANAGEMENT LLC filing for Aurinia Pharmaceuticals Inc. (AUPH) - 2024-09-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13D

 

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

 

Aurinia Pharmaceuticals Inc.
(Name of Issuer)

 

Common Shares, no par value
(Title of Class of Securities)

 

05156V102
(CUSIP Number)

 

 

Kevin Tang

4747 Executive Drive, Suite 210

San Diego, CA 92121

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 6, 2024
(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. 05156V102
1

NAMES OF REPORTING PERSONS

 

TANG CAPITAL MANAGEMENT, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

 

(b) o

 

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

 

7,229,500

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

7,229,500

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,229,500

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

5.1%

 

14

TYPE OF REPORTING PERSON

 

OO

 

 

 Page 2 of 14 Pages 
 

 

CUSIP No. 05156V102
1

NAMES OF REPORTING PERSONS

 

KEVIN TANG

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

 

(b) o

 

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

 

7,229,500

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

7,229,500

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,229,500

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

5.1%

 

14

TYPE OF REPORTING PERSON

 

IN

 

 

 Page 3 of 14 Pages 
 

 

CUSIP No. 05156V102
1

NAMES OF REPORTING PERSONS

 

TANG CAPITAL PARTNERS, LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

 

(b) o

 

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

 

6,729,500

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

6,729,500

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,729,500

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

4.7%

 

14

TYPE OF REPORTING PERSON

 

PN

 

 

 Page 4 of 14 Pages 
 

 

CUSIP No. 05156V102
1

NAMES OF REPORTING PERSONS

 

TANG CAPITAL PARTNERS III, INC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

 

(b) o

 

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

 

NEVADA

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

500,000

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

500,000

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,000

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.4%

 

14

TYPE OF REPORTING PERSON

 

CO

 

 

 Page 5 of 14 Pages 
 

 

CUSIP No. 05156V102
1

NAMES OF REPORTING PERSONS

 

TANG CAPITAL PARTNERS IV, INC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

 

(b) o

 

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

 

NEVADA

 

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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0%

 

14

TYPE OF REPORTING PERSON

 

CO

 

 

 Page 6 of 14 Pages 
 

 

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.

 

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.

 

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.

 

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 
 

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to: (1) formulate 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 Common Shares or dispose of some or all of the Common Shares 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 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 shares
    Tang Capital Partners 0 shares
    Tang Capital Partners III 0 shares
    Tang Capital Partners IV 0 shares

 

  (iv)shared power to dispose or to direct the disposition of:
    
   

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

 

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

 

Transaction Date Nature of Transaction Price Per Share Quantity
       
7/15/24 Purchase $5.621 144,660
       
7/16/24 Purchase $5.802 116,507
       
7/16/24 Purchase $5.823 55,340
       
7/17/24 Purchase $5.764 101,215
       
7/18/24 Purchase $5.635 135,984
       
7/19/24 Purchase $5.566 137,480
       
7/19/24 Purchase $5.707 46,294
       
7/19/24 Call Option Assignment $5.57 1,000,000
       
7/22/24 Purchase $5.478 62,520

 

_____________________________

 

1 The prices reported are weighted average prices. These shares were purchased in multiple transactions at prices ranging from $5.54 to $5.67. 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 56 herein.

2 These shares were purchased in multiple transactions at prices ranging from $5.71 to $5.86.

3 These shares were purchased in multiple transactions at prices ranging from $5.72 to $5.89.

4 These shares were purchased in multiple transactions at prices ranging from $5.66 to $5.84.

5 These shares were purchased in multiple transactions at prices ranging from $5.54 to $5.86.

6 These shares were purchased in multiple transactions at prices ranging from $5.52 to $5.65.

7 These shares were purchased in multiple transactions at prices ranging from $5.59 to $5.76.

8 These shares were purchased in multiple transactions at prices ranging from $5.38 to $5.64.

 

 Page 9 of 14 Pages 
 

 

7/22/24 Purchase $5.429 53,696
       
7/23/24 Purchase $5.4810 146,304
       
7/25/24 Purchase $5.5911 51,403
       
7/26/24 Purchase $5.6712 103,795
       
7/29/24 Purchase $5.6413 84,194
       
7/29/24 Purchase $5.6514 44,802
       
7/30/24 Purchase $5.7515 15,806
       
7/30/24 Purchase $5.6916 100,000
       
7/31/24 Purchase $5.7617 47,946
       
8/1/24 Purchase $5.7218 52,054
       
8/1/24 Purchase $5.6819 100,000
       
8/2/24 Purchase $5.4720 200,000
       
8/5/24 Purchase $5.4221 200,000
       
8/6/24 Purchase $5.4222 18,658
       
8/7/24 Purchase $5.3323 144,510
       
8/7/24 Purchase $5.3224 600

 

_____________________________

 

9 These shares were purchased in multiple transactions at prices ranging from $5.34 to $5.47.

10 These shares were purchased in multiple transactions at prices ranging from $5.38 to $5.57.

11 These shares were purchased in multiple transactions at prices ranging from $5.57 to $5.62.

12 These shares were purchased in multiple transactions at prices ranging from $5.60 to $5.70.

13 These shares were purchased in multiple transactions at prices ranging from $5.60 to $5.69.

14 These shares were purchased in multiple transactions at prices ranging from $5.61 to $5.70.

15 These shares were purchased in multiple transactions at prices ranging from $5.70 to $5.79.

16 These shares were purchased in multiple transactions at prices ranging from $5.64 to $5.79.

17 These shares were purchased in multiple transactions at prices ranging from $5.66 to $5.80.

18 These shares were purchased in multiple transactions at prices ranging from $5.61 to $5.80.

19 These shares were purchased in multiple transactions at prices ranging from $5.61 to $5.78.

20 These shares were purchased in multiple transactions at prices ranging from $5.31 to $5.58.

21 These shares were purchased in multiple transactions at prices ranging from $5.25 to $5.50.

22 These shares were purchased in multiple transactions at prices ranging from $5.36 to $5.45.

23 These shares were purchased in multiple transactions at prices ranging from $5.26 to $5.45.

24 These shares were purchased in multiple transactions at prices ranging from $5.31 to $5.32.

 

 Page 10 of 14 Pages 
 

 

8/8/24 Purchase $5.4125 71,619
       
8/8/24 Purchase $5.3826 36,232
       
8/9/24 Purchase $5.4127 98,245
       
8/12/24 Purchase $5.4128 55,222
       
8/12/24 Purchase $5.4229 30,136
       
8/13/24 Purchase $5.4330 89,311
       
8/14/24 Purchase $5.4531 5,361
       
8/16/24 Purchase $5.6332 16,934
       
8/19/24 Purchase $6.4033 191,214
       
8/19/24 Purchase $6.3534 33,172
       
8/20/24 Purchase $6.4135 142,475
       
8/21/24 Purchase $6.6536 160,000
       
8/21/24 Purchase $6.5437 166,311
       
8/21/24 Purchase $6.60 100
       
8/22/24 Purchase $6.6538 339,900
       
8/22/24 Purchase $6.5939 500

 

_____________________________

 

25 These shares were purchased in multiple transactions at prices ranging from $5.32 to $5.45.

26 These shares were purchased in multiple transactions at prices ranging from $5.32 to $5.44.

27 These shares were purchased in multiple transactions at prices ranging from $5.32 to $5.45.

28 These shares were purchased in multiple transactions at prices ranging from $5.30 to $5.45.

29 These shares were purchased in multiple transactions at prices ranging from $5.34 to $5.45.

30 These shares were purchased in multiple transactions at prices ranging from $5.38 to $5.45.

31 These shares were purchased in multiple transactions at prices ranging from $5.43 to $5.45.

32 These shares were purchased in multiple transactions at prices ranging from $5.55 to $5.70.

33 These shares were purchased in multiple transactions at prices ranging from $6.30 to $6.50.

34 These shares were purchased in multiple transactions at prices ranging from $6.23 to $6.45.

35 These shares were purchased in multiple transactions at prices ranging from $6.33 to $6.50.

36 These shares were purchased in multiple transactions at prices ranging from $6.60 to $6.70.

37 These shares were purchased in multiple transactions at prices ranging from $6.37 to $6.64.

38 These shares were purchased in multiple transactions at prices ranging from $6.56 to $6.74.

39 These shares were purchased in multiple transactions at prices ranging from $6.50 to $6.69.

 

 Page 11 of 14 Pages 
 

 

8/23/24 Purchase $6.8140 262,092
       
8/26/24 Purchase $6.7241 158,000
       
8/27/24 Purchase $6.7342 87,775
       
8/27/24 Purchase $6.6243 79,408
       
8/28/24 Purchase $6.6544 51,000
       
8/28/24 Purchase $6.8545 212,225
       
8/29/24 Purchase $6.8846 146,391
       
8/29/24 Purchase $6.7447 49,000
       
8/30/24 Purchase $6.8148 105,609
       
9/3/24 Purchase $6.7049 139,309
       
9/3/24 Purchase $6.8450 48,000
       
9/4/24 Purchase $6.9051 263,725
       
9/4/24 Purchase $6.7552 160,691
       
9/5/24 Purchase $6.9553 36,275
       
9/5/24 Purchase $6.8854 200,000
       
9/6/24 Purchase $6.9355 60,843
       
9/6/24 Purchase $7.1956 400,000

 

_____________________________

 

40 These shares were purchased in multiple transactions at prices ranging from $6.65 to $6.94.

41 These shares were purchased in multiple transactions at prices ranging from $6.59 to $6.83.

42 These shares were purchased in multiple transactions at prices ranging from $6.66 to $6.76.

43 These shares were purchased in multiple transactions at prices ranging from $6.53 to $6.78.

44 These shares were purchased in multiple transactions at prices ranging from $6.61 to $6.73.

45 These shares were purchased in multiple transactions at prices ranging from $6.71 to $6.95.

46 These shares were purchased in multiple transactions at prices ranging from $6.83 to $6.95.

47 These shares were purchased in multiple transactions at prices ranging from $6.63 to $6.95.

48 These shares were purchased in multiple transactions at prices ranging from $6.73 to $6.85.

49 These shares were purchased in multiple transactions at prices ranging from $6.65 to $6.80.

50 These shares were purchased in multiple transactions at prices ranging from $6.74 to $6.90.

51 These shares were purchased in multiple transactions at prices ranging from $6.82 to $6.95.

52 These shares were purchased in multiple transactions at prices ranging from $6.62 to $6.87.

53 These shares were purchased in multiple transactions at prices ranging from $6.93 to $6.95.

54 These shares were purchased in multiple transactions at prices ranging from $6.83 to $6.95.

55 These shares were purchased in multiple transactions at prices ranging from $6.85 to $6.99.

56 These shares were purchased in multiple transactions at prices ranging from $6.86 to $7.45.

 

 Page 12 of 14 Pages 
 

 

(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 Shares beneficially owned by the Reporting Persons.

 

(e)       Not applicable.

 

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.

 

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 12th 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