(Amendment No. 1)
1
ADAM W. FINERMAN, ESQ.
The information required
on 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
).
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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13,999,739*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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13,999,739*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,999,739*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.6%*
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14
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TYPE OF REPORTING PERSON
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PN
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*
Represents 13,999,739 American
Depositary Shares ("ADS") (each ADS represents one Share), including (i) 1,431,750 ADSs issuable upon the exercise of
certain Series A Warrants (as defined below) and (ii) 1,431,750 ADSs issuable upon the exercise of certain Series B Warrants (as
defined below).
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE FUND II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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10,541,420*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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10,541,420*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,541,420*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.3*%
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14
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TYPE OF REPORTING PERSON
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PN
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*
Represents 10,541,420 ADSs (each
ADS represents one Share), including (i) 893,040 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 893,040 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE TRADING FUND OS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,663,570*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,663,570*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,663,570*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.9%*
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14
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TYPE OF REPORTING PERSON
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PN
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*
Represents 2,663,570 ADSs (each
ADS represents one Share), including (i) 247,807 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 247,807 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
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1
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NAME OF REPORTING PERSON
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BVF PARTNERS OS LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,663,570*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,663,570*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,663,570*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.9%*
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14
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TYPE OF REPORTING PERSON
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CO
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*
Represents 2,663,570 ADSs (each
ADS represents one Share), including (i) 247,807 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 247,807 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
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1
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NAME OF REPORTING PERSON
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BVF PARTNERS L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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31,942,477*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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31,942,477*
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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31,942,477*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.5%*
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14
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TYPE OF REPORTING PERSON
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PN, IA
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*
Represents 31,942,477 ADSs (each
ADS represents one Share), including (i) 2,973,451 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 2,973,451 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
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1
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NAME OF REPORTING PERSON
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BVF INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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AF
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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|
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DELAWARE
|
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NUMBER OF
|
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7
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
31,942,477*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
31,942,477*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
31,942,477*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
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|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
21.5%*
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
*
Represents 31,942,477 ADSs (each
ADS represents one Share), including (i) 2,973,451 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 2,973,451 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
|
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1
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NAME OF REPORTING PERSON
|
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|
|
MARK N. LAMPERT
|
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
|
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(b) ☐
|
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|
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3
|
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
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AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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|
|
|
|
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|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
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EACH
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REPORTING
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31,942,477*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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31,942,477*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,942,477*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.5%*
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14
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TYPE OF REPORTING PERSON
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IN
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*
Represents 31,942,477 ADSs (each
ADS represents one Share), including (i) 2,973,451 ADSs issuable upon the exercise of certain Series A Warrants (as defined below)
and (ii) 2,973,451 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 is being filed
to reflect a more than one percent (1%) change in the Reporting Persons’ position in the Issuer due to a change in the Issuer’s
outstanding share count. This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated
to read as follows:
The ADSs and Warrants
(as defined below) purchased by each of BVF, BVF2, Trading Fund OS, and held in the Partners Managed Accounts, were purchased with
working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted. The aggregate purchase price of the 11,136,239 ADSs beneficially owned by
BVF is approximately $9,900,871, including brokerage commissions. The aggregate purchase price of the 8,755,340 ADSs beneficially
owned by BVF2 is approximately $7,824,334, including brokerage commissions. The aggregate purchase price of the 2,167,956 ADSs
beneficially owned by Trading Fund OS is approximately $1,941,233, including brokerage commissions. The aggregate purchase price
of the 3,936,040 ADSs beneficially owned by the Partners Managed Accounts is approximately $3,504,920, including brokerage commissions.
In connection with
the Subscription Agreement (as previously defined and described in the Schedule 13D), the Reporting Persons purchased (i) Series
A warrants to purchase an aggregate of 2,973,451 ADSs at an exercise price of $2.00 per Share (the “Series A Warrants”)
and (ii) Series B warrants to purchase an aggregate of 2,973,451 ADSs at an exercise price of $4.00 per Share (the “Series
B Warrants” and together with the Series A Warrants, the “Warrants”). The aggregate purchase price of the 1,431,750
Series A Warrants beneficially owned by BVF is approximately $388,491, including brokerage commissions. The aggregate purchase
price of the 1,431,750 Series B Warrants beneficially owned by BVF is approximately $187,980, including brokerage commissions.
The aggregate purchase price of the 893,040 Series A Warrants beneficially owned by BVF2 is approximately $242,317, including brokerage
commissions. The aggregate purchase price of the 893,040 Series B Warrants beneficially owned by BVF2 is approximately $117,250,
including brokerage commissions. The aggregate purchase price of the 247,807 Series A Warrants beneficially owned by Trading Fund
OS is approximately $67,240, including brokerage commissions. The aggregate purchase price of the 247,807 Series B Warrants beneficially
owned by Trading Fund OS is approximately $32,535, including brokerage commissions. The aggregate purchase price of the 400,854
Series A Warrants held in the Partners Managed Accounts is approximately $108,768, including brokerage commissions. The aggregate
purchase price of the 400,854 Series B Warrants held in the Partners Managed Accounts is approximately $52,630, including brokerage
commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and
restated to read as follows:
(a) The
aggregate percentages of Shares reported owned by each person named herein is based on a denominator which is the sum of (i) 114,930,636
Shares, which is the number of Shares outstanding as of December 26, 2018, as reported by the Issuer on its Form F-3 filed with
the Securities and Exchange Commission (the “SEC”) on December 26, 2018, (ii) 28,000,000 Shares issued in connection
with a public offering by the Issuer, as reported on its Form 6-K filed with the SEC on February 7, 2019, and (iii) certain or
all of the 5,946,902 ADSs issuable upon the exercise of the Warrants, as applicable.
As of the close of
business on March 1, 2019, (i) BVF beneficially owned 13,999,739 Shares (represented by 13,999,739 ADSs, including 1,431,750 ADSs
issuable upon the exercise of Series A Warrants and 1,431,750 ADSs issuable upon the exercise of Series B Warrants), (ii) BVF2
beneficially owned 10,541,420 Shares (represented by 10,541,420 ADSs, including 893,040 ADSs issuable upon the exercise of Series
A Warrants and 893,040 ADSs issuable on Series B Warrants), (iii) Trading Fund OS beneficially owned 2,663,570 Shares (represented
by 2,663,570 ADSs, including 247,807 ADSs issuable upon the exercise of Series A Warrants and 247,807 ADSs issuable upon the exercise
of Series B Warrants), and (iv) 4,737,748 Shares (represented by 4,737,748 ADSs, including 400,854 ADSs issuable upon the exercise
of Series A Warrants and 400,854 issuable upon Series B Warrants) were held in the Partners Managed Accounts, representing percentage
ownership of approximately 9.6%, 7.3%, 1.9%, and 3.3%, respectively, of the Shares outstanding.
As of the close of
business on March 1, 2019, (i) BVF beneficially owned Series A Warrants to purchase 1,431,750 ADSs and Series B Warrants to purchase
1,431,750 ADSs, (ii) BVF2 beneficially owned Series A Warrants to purchase 893,040 ADSs and Series B Warrants to purchase 893,040
ADSs, (iii) Trading Fund OS beneficially owned Series A Warrants to purchase 247,807 ADSs and Series B Warrants to purchase 247,807
ADSs, and (iv) Series A Warrants to purchase 400,854 ADSs and Series B Warrants to purchase 400,854 ADSs were held in the Partners
Managed Accounts. The Warrants are subject to a blocker provision that precludes the holders from exercising the Warrants to the
extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended) in excess of 24.99% of the Shares outstanding immediately after giving effect to such exercise
(the “Beneficial Ownership Limitation”). As of the close of business on March 1, 2019, the Beneficial Ownership Limitation
does not limit the exercise of the Warrants by the Reporting Persons.
Partners OS, as the
general partner of Trading Fund OS, may be deemed to beneficially own the 2,663,570 Shares beneficially owned by Trading Fund OS.
Partners, as the general
partner of BVF and BVF2, the sole member of Partners OS, and the investment manager of Trading Fund OS and the Partners Managed
Accounts, may be deemed to beneficially own the 31,942,477 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund
OS, and the Partners Managed Accounts, representing percentage ownership of approximately 21.5% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 31,942,477 Shares beneficially owned by Partners, representing percentage
ownership of approximately 21.5% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc., may be deemed to beneficially own the 31,942,477 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 21.5% of the Shares outstanding.
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. Trading Fund OS, shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund
OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 31,942,477 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS and Partners OS.
(c) The
Reporting Persons have not entered into any transactions in the Shares in the past sixty days.
The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 1, 2019
BIOTECHNOLOGY VALUE FUND, L.P.
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BVF INC.
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By:
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BVF Partners L.P., its general partner
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By:
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/s/ Mark N. Lampert
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By:
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BVF Inc., its general partner
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Mark N. Lampert
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President
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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/s/ Mark N. Lampert
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MARK N. LAMPERT
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BIOTECHNOLOGY VALUE FUND II, L.P.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
|
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Mark N. Lampert
|
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|
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President
|
|
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BVF PARTNERS L.P.
|
|
|
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By:
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BVF Inc., its general partner
|
|
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|
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By:
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/s/ Mark N. Lampert
|
|
|
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Mark N. Lampert
|
|
|
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President
|
|
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BVF PARTNERS OS LTD.
|
|
|
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By:
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BVF Partners L.P., its sole member
|
|
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By:
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BVF Inc., its general partner
|
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|
|
|
|
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By:
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/s/ Mark N. Lampert
|
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|
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Mark N. Lampert
|
|
|
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President
|
|
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|
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|
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Biotechnology Value Trading Fund OS LP
|
|
|
|
|
|
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By:
|
BVF Partners L.P., its investment manager
|
|
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By:
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BVF Inc., its general partner
|
|
|
|
|
|
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By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
|
|
President
|
|
|