Statement of Ownership (sc 13g)
01 Maio 2023 - 5:01PM
Edgar (US Regulatory)
Securities
and Exchange Commission
Washington,
DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Genfit S.A.
(Name of Issuer)
Ordinary Shares, nominal value €0.25 per
share
(Title of Class of Securities)
372279109**
(CUSIP Number)
April 20, 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:
¨ 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.
**This CUSIP number applies to the American Depository
Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “GNFT.” Each
ADS represents one ordinary share. No CUSIP has been assigned to the ordinary shares.
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. 372279109
|
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
2,643,147 |
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
| |
8 |
Shared Dispositive
Power
2,643,147
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
2,643,147
|
| 10 |
Check Box
if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of
Class represented by amount in row 9
5.3%
|
| 12 |
type of reporting
person
pN
|
|
CUSIP No. 372279109
|
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
2,643,147 |
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
| |
8 |
Shared Dispositive
Power
2,643,147
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
2,643,147
|
| 10 |
Check Box
if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of
Class represented by amount in row 9
5.3%
|
| 12 |
type of reporting
person
OO
|
|
CUSIP No. 372279109
|
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 |
5 |
Sole Voting
Power
0
|
|
Shares
BENEFICIALLY
Owned by |
6 |
Shared Voting
Power
2,643,147 |
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
| |
8 |
Shared Dispositive
Power
2,643,147
|
| 9 |
Aggregate
Amount Beneficially Owned by each Reporting Person
2,643,147
|
| 10 |
Check Box
if the Aggregate Amount in Row (9) excludes certain shares
¨ |
| 11 |
Percent of
Class represented by amount in row 9
5.3%
|
| 12 |
type of reporting
person
IN
|
| Item 1(a). | Name of Issuer: |
Genfit S.A. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Parc Eurasante, 885 Avenue Eugene Avinee,
Loos, 59120 France
| 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: |
Ordinary Shares, nominal value €0.25
per share (the “Ordinary Shares”)
| Item 2(e). | CUSIP Number: 372279109 |
(a) Amount
Beneficially Owned:
Tang Capital Partners. Tang Capital Partners beneficially owns 2,643,147
of the Issuer’s Ordinary Shares, which consists of: (i) 1,428,489 of
the Issuer’s Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs,
which each represent one Ordinary Share.
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 2,643,147
of the Issuer’s Ordinary Shares, which consists of: (i) 1,428,489 of the Issuer’s
Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs, which each represent one
Ordinary Share.
Tang Capital Management shares voting and
dispositive power over such shares with Tang Capital Partners and Kevin Tang.
Kevin Tang. Kevin Tang beneficially owns 2,643,147
shares of the Ordinary Shares, which consists of: (i) 1,428,489 of
the Issuer’s Ordinary Shares and (ii) 1,214,658 of the Issuer’s ADSs,
which each represent one Ordinary Share.
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 49,834,983 Ordinary
Shares outstanding as of December 31, 2022, as set forth in the Issuer’s Annual Report filed on Form 20-F that was filed
with the Securities and Exchange Commission on April 18, 2023.
(b) Percent
of Class:
| |
Tang Capital Partners |
5.3% |
| |
Tang Capital Management |
5.3% |
| |
Kevin Tang |
5.3% |
(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 |
2,643,147 shares |
| |
Tang Capital Management |
2,643,147 shares |
| |
Kevin Tang |
2,643,147 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 |
2,643,147 shares |
| |
Tang Capital Management |
2,643,147 shares |
| |
Kevin Tang |
2,643,147 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: |
May 1, 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 |
|
| |
Kevin Tang, Manager |
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| TANG CAPITAL MANAGEMENT, LLC |
|
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|
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| By: |
/s/ Kevin Tang |
|
| |
Kevin Tang, Manager |
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| |
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| /s/ Kevin Tang |
|
| Kevin Tang |
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Page 8 of 8 Pages
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