Amended Statement of Ownership (sc 13g/a)
May 05 2023 - 3:38PM
Edgar (US Regulatory)
Securities
and Exchange Commission
Washington,
DC 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
TCR2 Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87808K106
(CUSIP Number)
May 3, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
*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. 87808K106
|
13G/A |
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
Shares
BENEFICIALLY
Owned by
Each
Reporting
Person with
|
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
4,215,864
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
4,215,864
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
4,215,864
|
| 10 |
Check
Box if the Aggregate Amount in Row (9) excludes certain shares
¨
|
| 11 |
Percent
of Class represented by amount in row 9
10.7%
|
| 12 |
type
of reporting person
pN
|
|
CUSIP No. 87808K106
|
13G/A |
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
Shares
BENEFICIALLY
Owned by
Each
Reporting
Person with
|
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
4,215,864
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
4,215,864
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
4,215,864
|
| 10 |
Check
Box if the Aggregate Amount in Row (9) excludes certain shares
¨
|
| 11 |
Percent
of Class represented by amount in row 9
10.7%
|
| 12 |
type
of reporting person
oo
|
|
CUSIP No. 87808K106
|
13G/A |
Page
4 of 8 Pages |
| 1 |
NameS
of Reporting Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
KEVIN 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
Shares
BENEFICIALLY
Owned by
Each
Reporting
Person with
|
5 |
Sole
Voting Power
0
|
| 6 |
Shared
Voting Power
4,215,864
|
| 7 |
Sole
Dispositive Power
0
|
| 8 |
Shared
Dispositive Power
4,215,864
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
4,215,864
|
| 10 |
Check
Box if the Aggregate Amount in Row (9) excludes certain shares
¨
|
| 11 |
Percent
of Class represented by amount in row 9
10.7%
|
| 12 |
type
of reporting person
IN
|
| Item 1(a). | Name of Issuer: |
TCR2 Therapeutics Inc., a Delaware corporation
(the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
100 Binney Street, Suite 710, Cambridge, MA 02142
| 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 Tang, the manager of Tang Capital
Management.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
4747 Executive Drive, Suite 210,
San Diego, CA 92121
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, par value $0.0001 per share (the “Common
Stock”)
| Item 2(e). | CUSIP Number: 87808K106 |
| (a) | Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital
Partners beneficially owns 4,215,864 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. Tang
Capital Management beneficially owns 4,215,864 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. Kevin Tang beneficially
owns 4,215,864 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 39,261,745 shares of Common Stock outstanding as of
April 17, 2023, as set forth in the Issuer’s Proxy Statement filed on Schedule 14A
that was filed with the Securities and Exchange Commission on April 20, 2023.
| Tang Capital Partners |
10.7% |
| Tang Capital Management |
10.7% |
| Kevin Tang |
10.7% |
| (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 Tang |
0 shares |
| (ii) | shared power to vote or to direct the vote: |
| Tang Capital Partners |
4,215,864 shares |
| Tang Capital Management |
4,215,864 shares |
| Kevin Tang |
4,215,864 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 |
| (iv) | shared power to dispose or to direct the disposition of: |
| Tang Capital Partners |
4,215,864 shares |
| Tang Capital Management |
4,215,864 shares |
| Kevin Tang |
4,215,864 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: o
| 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.
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.
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 5, 2023 |
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| TANG CAPITAL PARTNERS, LP |
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| By: |
Tang Capital Management, LLC, its General Partner |
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| By: |
/s/ Kevin Tang |
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Kevin Tang, Manager |
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| TANG CAPITAL MANAGEMENT, LLC |
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| By: |
/s/ Kevin Tang |
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Kevin Tang, Manager |
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| /s/ Kevin Tang |
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| Kevin Tang |
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Page 8 of 8
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