Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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7,515,856 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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7,515,856 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,515,856 (1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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|
(1) Includes 7,438,000 Shares (as defined below) currently issuable
upon the conversion of Series A Preferred (as defined below).
Excludes 19,512,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker (as defined below).
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1
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NAME OF REPORTING PERSON
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BVF I GP LLC
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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7,515,856 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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7,515,856 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,515,856 (1)
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10
|
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9%
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12
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TYPE OF REPORTING PERSON
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OO
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|
(1) Includes 7,438,000 Shares currently issuable upon the conversion
of Series A Preferred.
Excludes 19,512,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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58,234 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
|
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8
|
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SHARED DISPOSITIVE POWER
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58,234 (1)
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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|
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58,234 (1)
|
|
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|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
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|
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|
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|
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|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
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Less than 1% (1)
|
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|
12
|
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TYPE OF REPORTING PERSON
|
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|
PN
|
|
(1) Excludes 20,115,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
|
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1
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NAME OF REPORTING PERSON
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BVF II GP LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
|
|
|
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|
3
|
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SEC USE ONLY
|
|
|
|
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|
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
58,234 (1)
|
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PERSON WITH
|
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7
|
|
SOLE DISPOSITIVE POWER
|
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|
|
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|
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|
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0 shares
|
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|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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|
|
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|
58,234 (1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
|
|
|
|
|
|
|
|
|
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|
58,234
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Excludes 20,115,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
10,129 (1)
|
|
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
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|
10,129 (1)
|
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
10,129
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 3,460,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF Partners OS Ltd.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
10,129 (1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,129 (1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
10,129
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1% (1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 3,460,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,574,090 (1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,574,090 (1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
7,574,090 (1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.98% (1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Includes 7,438,000 Shares currently issuable upon the conversion
of Series A Preferred.
Excludes 39,627,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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7,584,219 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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7,584,219 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,584,219 (1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% (1)
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12
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TYPE OF REPORTING PERSON
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PN, IA
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|
(1) Includes 7,438,000 Shares currently issuable upon the conversion
of Series A Preferred.
Excludes 43,628,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
|
|
SOLE VOTING POWER
|
|
|
SHARES
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|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
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|
|
EACH
|
|
|
|
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|
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REPORTING
|
|
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|
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7,584,219 (1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
|
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|
|
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|
|
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|
|
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0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
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|
|
|
|
|
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|
|
|
|
|
|
|
7,584,219 (1)
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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|
|
|
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7,584,219 (1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
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|
|
|
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|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
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|
|
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9.99% (1)
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12
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TYPE OF REPORTING PERSON
|
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CO
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|
(1) Includes 7,438,000 Shares currently issuable upon the conversion
of Series A Preferred.
Excludes 43,628,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
|
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States
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NUMBER OF
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5
|
|
SOLE VOTING POWER
|
|
|
SHARES
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|
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BENEFICIALLY
|
|
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|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,584,219 (1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
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|
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|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,584,219 (1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
7,584,219 (1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.99% (1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Includes 7,438,000 Shares currently issuable upon the conversion
of Series A Preferred.
Excludes 43,628,000 Shares underlying certain Series A Preferred
that may not be exercised due to the Series A Blocker.
|
|
Item 1(a).
|
Name of Issuer:
|
Miragen Therapeutics, Inc., an Delaware corporation (the
“Issuer”).
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
6200 Lookout Road
Boulder, CO 80301
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS
LP (“Trading Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners
OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.01 par value (the “Shares”).
60463E103
|
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
|
|
/x/
|
Not applicable.
|
|
|
|
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
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|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
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(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
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|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
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|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
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|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
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|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
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|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
|
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
|
(a)
|
Amount beneficially owned:
|
As of the close of business on November
9, 2020, the Reporting Persons held 51,066 shares of Series A Preferred Stock (the “Series A Preferred”) convertible
for an aggregate of approximately 51,066,000 Shares. Each share of the Series A Preferred is convertible into 1,000 Shares. The
Series A Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 9.99% of the number of Shares then issued and
outstanding (the “Series A Blocker”). As of the close of business on November 9, 2020, the Series A Blocker limits
the aggregate conversion of the Series A Preferred by the Reporting Persons to 7,438,000 out of the 51,066,000 Shares underlying
the Series A Preferred owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the
Reporting Persons have assumed that the Series A Preferred owned by each of BVF2 and Trading Fund OS would not be converted due
to the Series A Blocker.
As of the close of business on November
9, 2020 (i) BVF beneficially owned 7,515,856 Shares, (ii) BVF2 beneficially owned 58,234 Shares, and (iii) Trading Fund OS beneficially
owned 10,129 Shares.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 7,515,856 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of
BVF2, may be deemed to beneficially own the 58,234 Shares beneficially owned by BVF2.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 10,129 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each
of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,574,090 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager
of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 7,584,219 Shares beneficially
owned in the aggregate by BVF, BVF2, Trading Fund OS, including Shares held in the Partners Managed Accounts.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 7,584,219 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 7,584,219 Shares beneficially owned by BVF Inc.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person.
BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares
beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF
GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert
disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts,
and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner
of any such securities.
The following percentages are based
on a denominator that is the sum of: (a) 68,483,666 Shares outstanding as of October 28, 2020 as disclosed in Exhibit 99.2 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2020 and (b) all of
the 7,438,000 Shares that may be acquired upon the conversion of the Series A Preferred.
As of the close of business on November
9, 2020, (i) each of BVF and BVF GP may be deemed to beneficially own approximately 9.9% of the outstanding Shares, (ii) each of
BVF2, BVF2 GP, Trading Fund OS and Partners OS may be deemed to beneficially own less than 1.0% of the outstanding Shares, (iii)
BVF GPH may be deemed to beneficially own approximately 9.98% of the outstanding Shares and (iii) each of Partners, BVF Inc. and
Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1.0% of the outstanding
Shares are held in the Partners Managed Accounts).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
|
(ii)
|
Shared power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
BVF GP, BVF GPH, Partners, BVF Inc.
and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF.
|
|
Item 7.
|
Identification and Classification of the Subsidiary That 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.
|
See Exhibit 99.1.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its 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 his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 9, 2020
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
|
|
|
|
|
|
By:
|
BVF I GP LLC., its general partner
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
BVF I GP LLC
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
|
BVF PARTNERS L.P.
|
|
By:
|
BVF II GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
BVF II GP LLC
|
|
|
|
|
|
|
|
BVF INC.
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
|
|
|
/s/ Mark N. Lampert
|
|
By:
|
BVF Partners L.P., its sole member
|
|
MARK N. LAMPERT
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
|
President
|
|
|
|