Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:02PM
Edgar (US Regulatory)
Securities
and Exchange Commission
Washington,
DC 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Corvus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
221015100
(CUSIP Number)
December 31, 2022
(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. 221015100
|
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
0
|
| 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
0.0%
|
| 12 |
type
of reporting person
pN
|
CUSIP
No. 221015100
|
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
0
|
| 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
0.0%
|
| 12 |
type
of reporting person
oo
|
CUSIP
No. 221015100
|
13G |
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
0
|
| 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
0.0%
|
| 12 |
type
of reporting person
IN
|
| Item 1(a). | Name of Issuer: |
Corvus Pharmaceuticals, Inc., a Delaware
corporation (the “Issuer”)
| Item 1(b). | Address of Issuer’s
Principal Executive Offices: |
863 Mitten Road, Suite 102, Burlingame,
CA 94010
| 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: 221015100 |
| (a) | Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital
Partners beneficially owns 0 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 0 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 0 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 46,553,511 shares of Common Stock outstanding as of
November 3, 2022, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q
that was filed with the Securities and Exchange Commission on November 3, 2022.
| Tang Capital Partners |
0.0% |
| Tang Capital Management |
0.0% |
| Kevin Tang |
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 |
| (ii) | shared power to vote or to direct the
vote: |
| Tang Capital Partners
|
0
shares |
| Tang Capital Management |
0 shares |
| Kevin Tang |
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 |
| (iv) | shared power to dispose or to direct
the disposition of: |
| Tang Capital Partners
0 |
0
shares |
| Tang Capital Management |
0 shares |
| Kevin Tang |
0 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
| 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: |
February 14, 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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