SEC Form SC 13G filed by Reneo Pharmaceuticals Inc.
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Schedule 13G to amend the Schedule 13D filed by Tang Capital Partners, LP and related parties on December 26, 2023
Reneo Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
75974E103
(CUSIP Number)
September 26, 2024
(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) |
| x | 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 9 pages |
|
CUSIP No. 75974E103
|
13G | Page 2 of 9 Pages |
| 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 |
Citizenship or Place of Organization
DELAWARE | |
|
Number of |
5 |
Sole Voting Power
0 |
|
Shares BENEFICIALLY |
6 |
Shared Voting Power
2,946,260 |
| Each Reporting Person with |
7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
2,946,260 |
| 9 |
Aggregate Amount Beneficially Owned by each Reporting Person
2,946,260 |
| 10 |
Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of Class represented by amount in row 9
8.8% |
| 12 |
type of reporting person
pN |
| Page 2 of 9 pages |
|
CUSIP No. 75974E103
|
13G | Page 3 of 9 Pages |
| 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 |
Citizenship or Place of Organization
DELAWARE | |
|
Number of |
5 |
Sole Voting Power
0 |
|
Shares BENEFICIALLY |
6 |
Shared Voting Power
2,946,260 |
| Each Reporting Person with |
7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
2,946,260 |
| 9 |
Aggregate Amount Beneficially Owned by each Reporting Person
2,946,260 |
| 10 |
Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of Class represented by amount in row 9
8.8% |
| 12 |
type of reporting person
OO |
| Page 3 of 9 pages |
|
CUSIP No. 75974E103
|
13G | Page 4 of 9 Pages |
| 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 |
Citizenship or Place of Organization
united states | |
|
Number of |
5 |
Sole Voting Power
0 |
|
Shares BENEFICIALLY |
6 |
Shared Voting Power
2,946,260 |
| Each Reporting Person with |
7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
2,946,260 |
| 9 |
Aggregate Amount Beneficially Owned by each Reporting Person
2,946,260 |
| 10 |
Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of Class represented by amount in row 9
8.8% |
| 12 |
type of reporting person
IN |
| Page 4 of 9 pages |
|
CUSIP No. 75974E103
|
13G | Page 5 of 9 Pages |
| 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 |
Citizenship or Place of Organization
UNITED STATES | |
|
Number of |
5 |
Sole Voting Power
0 |
|
Shares BENEFICIALLY |
6 |
Shared Voting Power
0 |
| Each Reporting Person with |
7 |
Sole Dispositive Power
0 |
| 8 |
Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by each Reporting Person
0 |
| 10 |
Check Box if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of Class represented by amount in row 9
0% |
| 12 |
type of reporting person
OO |
| Page 5 of 9 pages |
Explanatory Note: This Schedule 13G is being filed in accordance with Rule 13d-1(h) to reflect that (i) Tang Capital Partners, LP, (ii) Tang Capital Management, LLC, (iii) Kevin Tang and (iv) Concentra Biosciences, LLC (the “Reporting Persons”), following the shareholder vote of the Issuer on September 26, 2024, no longer hold the securities with a purpose or effect of changing or influencing control of the Issuer. This Schedule 13G is being filed as Amendment No. 1 to the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on December 26, 2023, with respect to the Common Stock, $0.0001 par value (the “Common Stock”), of Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or “Company”).
| Item 1(a). | Name of Issuer: |
Reneo Pharmaceuticals, Inc., a Delaware corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
18575 Jamboree Road, Suite 275-S, Irvine, CA 92612
| 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”); Kevin Tang, the manager of Tang Capital Management; and Concentra Biosciences, LLC, an affiliate of Tang Capital Partners, LP (“Concentra”).
| 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. Concentra is a Delaware limited liability company.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share
| Item 2(e). | CUSIP Number 75974E103 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital Partners beneficially owns 2,946,260 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. Tang Capital Management beneficially owns 2,946,260 of the Issuer’s Common Stock.
| Page 6 of 9 pages |
Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.
Kevin Tang. Kevin Tang beneficially owns 2,946,260 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 33,428,808 shares of Common Stock outstanding as of August 9, 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 13, 2024.
| (b) | Percent of Class: |
| Tang Capital Partners | 8.8% |
| Tang Capital Management | 8.8% |
| Kevin Tang | 8.8% |
| Concentra | 0.0% |
| (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 |
| Concentra | 0 shares |
| (ii) | shared power to vote or to direct the vote: |
| Tang Capital Partners | 2,946,260 shares |
| Tang Capital Management | 2,946,260 shares |
| Kevin Tang | 2,946,260 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 | 2,946,260 shares |
| Tang Capital Management | 2,946,260 shares |
| Kevin Tang | 2,946,260 shares |
| Concentra | 0 shares |
| Page 7 of 9 pages |
| 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
| 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 8 of 9 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 26, 2024 |
| 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 |
||
Page 9 of 9 Pages