f102292sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment No.  )*

 
BioSante Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
 
09065V203
(CUSIP Number)
 
 
 
October 14, 2009
(Date of Event Which Requires Filing of This Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d-1(b)
 
ý           Rule 13d-1(c)
 
o           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 1of 8 Pages
 
CUSIP No.  09065V203
 
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)       ý
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
 
  3,845,968
EACH REPORTING
PERSON WITH
7
  SOLE DISPOSITIVE POWER
 
  0
 
8
  SHARED DISPOSITIVE POWER
 
  3,845,968
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  3,845,968
10
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  
  ¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  6.7%
12
  TYPE OF REPORTING PERSON
 
  PN

Page 2 of 8 Pages
 
CUSIP No.  09065V203
 
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)       ý
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
 
  3,845,968
EACH REPORTING
PERSON WITH
7
  SOLE DISPOSITIVE POWER
 
  0
 
8
  SHARED DISPOSITIVE POWER
 
  3,845,968
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  3,845,968
10
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
  ¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  6.7%
12
  TYPE OF REPORTING PERSON
 
  OO

Page 3 of 8 Pages
 
CUSIP No.  09065V203
 
13G
Page 4 of 8 Pages
1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
  KEVIN C. 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
5
  SOLE VOTING POWER
 
  0
SHARES
BENEFICIALLY
OWNED BY
6
  SHARED VOTING POWER
 
  3,845,968
EACH REPORTING
PERSON WITH
7
  SOLE DISPOSITIVE POWER
 
  0
 
8
  SHARED DISPOSITIVE POWER
 
  3,845,968
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  3,845,968
10
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
  ¨
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
  6.7%
12
  TYPE OF REPORTING PERSON
 
  IN

Page 4 of 8 Pages
 
Item 1(a).
  
Name of Issuer:
     
   
BioSante Pharmaceuticals, Inc.
     
Item 1(b).
  
Address of Issuer’s Principal Executive Offices:
     
   
111 Barclay Blvd., Lincolnshire, IL 60069
     
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 C. Tang, the manager of Tang Capital Management.
     
Item 2(b).
  
Address of Principal Business Office or, if none, Residence:
     
   
4401 Eastgate Mall, 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
     
Item 2(e).
  
CUSIP Number:  09065V203
     
Item 3.
Not applicable.
   
Item 4.
Ownership.
     
 
(a)       
Amount Beneficially Owned:
     
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of $14,307,000 principal face amount of the Issuer’s 3.125% Convertible Senior Notes due 2013 (the “Notes”).  The Notes are convertible into the Issuer’s common stock at a conversion rate of 268.8172 shares of common stock per $1,000 principal face amount of the Notes. Therefore, Tang Capital Partners beneficially owns the 3,845,968 shares of the Issuer’s common stock issuable upon conversion of the Notes, or 6.7% of the class. Tang Capital Partners shares voting and dispositive power over such Notes with Tang Capital Management and Kevin C. Tang.
     
   
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 3,845,968 shares of the Issuer’s common stock issuable upon conversion of the Notes held by Tang Capital Partners, or 6.7% of the class. Tang Capital Management shares voting and dispositive power over such Notes with Tang Capital Partners and Kevin C. Tang.
 
Page 5 of 8 Pages
 
   
Kevin C. Tang.  Kevin C. Tang, as the manager of Tang Capital Management, may be deemed to beneficially own the 3,845,968 shares of the Issuer’s common stock issuable upon conversion of the Notes held by Tang Capital Partners, or 6.7% of the class. Kevin C. Tang shares voting and dispositive power over such Notes with Tang Capital Partners and Tang Capital Management.
 
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
 
The percentages used herein are based upon 57,108,864 shares of common stock outstanding as of October 14, 2009 (53,262,896 shares outstanding as of October 14, 2009, as obtained directly from the Issuer, plus the 3,845,968 shares of common stock issuable upon the conversion of the Notes held by Tang Capital Partners).
 
     
 
(b)       
Percent of Class:
     
   
Tang Capital Partners
6.7%
   
Tang Capital Management
6.7%
   
Kevin C. Tang
6.7%
     
 
(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 C. Tang
0 shares
         
   
(ii)
shared power to vote or to direct the vote:
         
     
Tang Capital Partners
3,845,968 shares
     
Tang Capital Management
3,845,968 shares
     
Kevin C. Tang
3,845,968 shares
         
   
(iii)         
sole power to dispose or to direct the disposition of:
         
     
Tang Capital Partners
0 shares
     
Tang Capital Management
0 shares
     
Kevin C. Tang
0 shares
         
   
(iv)
shared power to dispose or to direct the disposition of:
         
     
Tang Capital Partners
3,845,968 shares
     
Tang Capital Management
3,845,968 shares
     
Kevin C. Tang
3,845,968 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.
 
Page 6 of 8 Pages
 
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:   
  October 26, 2009
    
 
 
TANG CAPITAL PARTNERS, LP
  
     
By:
Tang Capital Management, LLC, its General Partner
  
     
     
By:
/s/ Kevin C. Tang
  
 
Kevin C. Tang, Manager
  
     
     
TANG CAPITAL MANAGEMENT, LLC
  
     
     
By:
/s/ Kevin C. Tang
  
 
Kevin C. Tang, Manager
  
     
     
/s/ Kevin C. Tang
  
Kevin C. Tang
  
 
 

Page 8 of 8 Pages