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Allakos Inc.
Amendment
Ownership

9.60%

Total Shares

8,693,687

Issuer CIK

1564824

CUSIP

01671P100

Event Date

Mar 31, 2025

Accepted

Apr 3, 2025, 04:40 PM

SEC EDGARView Original Filing
Reporting Persons (7)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
KEVIN TANG
Individual
9.60%8,693,68708,693,687
TANG CAPITAL MANAGEMENT, LLC
Other
9.60%8,693,68708,693,687
TANG CAPITAL PARTNERS, LP
Partnership
5.40%4,889,33004,889,330
TANG CAPITAL PARTNERS INTERNATIONAL, LP
Partnership
4.20%3,804,35703,804,357
TANG CAPITAL PARTNERS III, INC
CO
0.00%000
TANG CAPITAL PARTNERS IV, INC
CO
0.00%000
CONCENTRA BIOSCIENCES, LLC
Other
0.00%000
Disclosure Items (5)

Security Title

Common Stock, par value $0.001 per share

Issuer Name

Allakos Inc.

Issuer Address

825 INDUSTRIAL ROAD, SAN CARLOS, CA, 94070

Filing Persons

The information previously provided in response to Item 2 is hereby amended and restated by replacing the text thereof in its entirety with the following: This Statement is voluntarily filed by TCM, a Delaware limited liability company that is the general partner of TCP and TCPI; Kevin Tang, a United States citizen; TCP, a Delaware limited partnership engaged in capital management; TCPI, a Delaware limited partnership engaged in capital management; Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP III"); Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by TCP ("TCP IV"); and Concentra Biosciences, LLC, a Delaware limited liability company ("Concentra" and, collectively with TCM, Kevin Tang, TCP, TCPI, TCP III and TCP IV, the "Reporting Persons").

Business Address

The address of TCM, Kevin Tang, TCP, TCPI and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.

Principal Occupation

Kevin Tang is the manager of TCM. Kevin Tang is the sole director and Chief Executive Officer of TCP III and TCP IV. Kevin Tang is the Chief Executive Officer of Concentra.

Convictions

During the past five years, none of the Reporting Persons have been 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.

Citizenship

See Item 2(a) above.

Item 4 of the Schedule 13D is amended by adding the following: Merger Agreement and Related Transactions: On April 1, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Concentra and Concentra Merger Sub III, Inc., a wholly owned subsidiary of Concentra ("Merger Sub"). The Merger Agreement provides for, among other things, (i) the acquisition of all the Issuer's outstanding shares of Common Stock by Concentra through a cash tender offer (the "Offer") by Merger Sub, for a price per share of the Common Stock of $0.33 in cash, and (ii) the merger of Merger Sub with and into the Issuer (the "Merger") with the Issuer surviving the Merger. Closing of the Offer is subject to certain conditions, including that the number of shares of Common Stock validly tendered equals at least one share more than 50% of all shares of Common Stock then issued and outstanding as of the expiration of the Offer, the Closing Net Cash (as defined in the Merger Agreement) shall be no less than $35.5 million, and other customary conditions. The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 2, 2025. Guaranty: Concurrently with the execution of the Merger Agreement, and as a condition and inducement to the Issuer's willingness to enter into the Merger Agreement, Tang Capital Partners, LP delivered to the Issuer a duly executed limited guaranty dated as of the date of the Merger Agreement, in favor of the Issuer, in respect of certain of Concentra and the Merger Sub's obligations arising under, or in connection with, the Merger Agreement. Certain obligations under the limited guaranty are subject to a cap of $30.6 million, which includes certain enforcement costs, under the Merger Agreement.

Percentage of Class

The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 8,693,687 shares of the Issuer's Common Stock, representing 9.6% of the outstanding shares.

Number of Shares

See item 5(a) above.

Transactions

Schedule A attached hereto as Exhibit 2 describes all transactions in the Issuer's Common Shares that were effected during the past 60 days by the Reporting Persons.

Shareholders

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.

Date of 5% Ownership

Not applicable

Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (filed as Exhibit 1 of the 13D filed on February 3, 2025 by the Reporting Persons with respect to the Common Stock of the Issuer). Exhibit 2: Schedule A: Transactions during the past 60 days (as amended). Exhibit 3: Agreement and Plan of Merger, dated April 1, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub III, Inc. and Allakos Inc. (filed as Exhibit 2.1 of the Issuer's Current Report filed on Form 8-K on April 2, 2025).