[SCHEDULE 13G/A] Tarsus Pharmaceuticals, Inc. Amended Passive Investment Disclosure
Tang Capital Group Holds 2.8% of Tarsus Stock
Tarsus Pharmaceuticals, Inc. received an amended Schedule 13G/A showing that investment entities associated with Kevin Tang collectively beneficially own 1,188,624 shares of Tarsus common stock.
Tarsus Pharmaceuticals, Inc. received an amended Schedule 13G/A showing that investment entities associated with Kevin Tang collectively beneficially own 1,188,624 shares of Tarsus common stock. This represents 2.80% of the company’s outstanding common shares as of October 29, 2025.
The shares are held with shared voting and dispositive power through Tang Capital Management, LLC and its affiliated funds, including Tang Capital Partners, Tang Capital Partners International, Tang Capital Partners III, Inc., and Tang Capital Partners IV, Inc. The filing notes that the securities are not held for the purpose of changing or influencing control of Tarsus.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Tarsus Pharmaceuticals (TARS) is reported in this Schedule 13G/A?
The filing reports that Tang Capital–affiliated entities beneficially own 1,188,624 shares of Tarsus Pharmaceuticals common stock, representing 2.80% of the outstanding shares as of October 29, 2025. This reflects an ownership level below the 5% reporting threshold.
Who are the reporting persons in the Tarsus Pharmaceuticals (TARS) Schedule 13G/A?
The reporting persons are Tang Capital Management, LLC, Kevin Tang, Tang Capital Partners, Tang Capital Partners International, Tang Capital Partners III, Inc., and Tang Capital Partners IV, Inc. They report shared voting and dispositive power over the same 1,188,624 Tarsus common shares.
Does Tang Capital report sole or shared voting power over Tarsus (TARS) shares?
The reporting persons disclose zero shares with sole voting or dispositive power and 1,188,624 shares with shared voting and shared dispositive power. This means decisions over these Tarsus shares are made jointly among the affiliated Tang Capital entities and Kevin Tang.
What does the certification in the Tarsus (TARS) Schedule 13G/A say about control intentions?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of Tarsus. It also notes they are not held in connection with any transaction having that control-related purpose, other than activities tied to a specific nomination rule.
What date and share count were used to calculate the 2.80% ownership in Tarsus (TARS)?
The 2.80% figure is based on 42,449,105 shares of Tarsus common stock outstanding as of October 29, 2025, as reported in the company’s Form 10-Q. The Tang Capital group’s 1,188,624 shares are measured against that outstanding share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Tarsus Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87650L103
(CUSIP Number)
12/31/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
TANG CAPITAL MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
1,188,624.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,188,624.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,188,624.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.80 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Tang Capital Management, LLC ("TCM") shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI"), Tang Capital Partners III, Inc. ("TCP III"), Tang Capital Partners IV, Inc. ("TCP IV") and Kevin Tang. The percentages used herein are based on 42,449,105 shares of Common Stock outstanding as of October 29, 2025, 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 4, 2025.
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
KEVIN TANG
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
1,188,624.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,188,624.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,188,624.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.80 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Kevin Tang shares voting and dispositive power over such shares with TCP, TCPI, TCP III, TCP IV and TCM.
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
TANG CAPITAL PARTNERS, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
345,686.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
345,686.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
345,686.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.81 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
TANG CAPITAL PARTNERS INTERNATIONAL, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
784,938.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
784,938.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
784,938.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.85 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: TCPI shares voting and dispositive power over such shares with TCM and Kevin Tang.
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
TANG CAPITAL PARTNERS III, INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
43,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
43,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
43,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.10 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: TCP III shares voting and dispositive power over such shares with TCM and Kevin Tang.
SCHEDULE 13G
CUSIP No.
87650L103
1
Names of Reporting Persons
TANG CAPITAL PARTNERS IV, INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,500.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.04 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: TCP IV shares voting and dispositive power over such shares with TCM and Kevin Tang.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tarsus Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
15440 Laguna Canyon Road, Suite 160, Irvine, CA, 92618
Item 2.
(a)
Name of person filing:
This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and TCPI; Kevin Tang, the manager of TCM and Chief Executive Officer of TCP III and TCP IV; TCP; TCPI; TCP III; and TCP IV
(b)
Address or principal business office or, if none, residence:
The address of TCM, Kevin Tang, TCP and TCPI 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.
(c)
Citizenship:
TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
87650L103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,188,624
(b)
Percent of class:
2.80 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
1,188,624 shares
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
1,188,624 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
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.
Certifications:
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
TANG CAPITAL MANAGEMENT, LLC
Signature:
/s/ Kevin Tang
Name/Title:
Manager
Date:
02/17/2026
KEVIN TANG
Signature:
/s/ Kevin Tang
Name/Title:
Self
Date:
02/17/2026
TANG CAPITAL PARTNERS, LP
Signature:
/s/ Kevin Tang
Name/Title:
Manager, Tang Capital Management, LLC, General Partner
Date:
02/17/2026
TANG CAPITAL PARTNERS INTERNATIONAL, LP
Signature:
/s/ Kevin Tang
Name/Title:
Manager, Tang Capital Management, LLC, General Partner
