(Amendment No. )1
iTeos Therapeutics,
Inc.
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
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 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 PERSONS |
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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 |
(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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1,041,669 shares |
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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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1,041,669 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,041,669 shares |
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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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2.9% |
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12 |
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TYPE
OF REPORTING PERSON |
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PN |
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1 |
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NAME
OF REPORTING PERSONS |
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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 |
(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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1,041,669 shares |
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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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1,041,669 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,041,669 shares |
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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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2.9% |
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12 |
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TYPE
OF REPORTING PERSON |
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OO |
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1 |
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NAME
OF REPORTING PERSONS |
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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 |
(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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767,159 shares |
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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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767,159 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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767,159 shares |
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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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2.2% |
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12 |
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TYPE
OF REPORTING PERSON |
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PN |
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1 |
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NAME
OF REPORTING PERSONS |
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BVF
II GP LLC |
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2 |
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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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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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767,159 shares |
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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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767,159 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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767,159 shares |
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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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2.2% |
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12 |
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TYPE
OF REPORTING PERSON* |
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OO |
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1 |
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NAME
OF REPORTING PERSONS |
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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 |
(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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Cayman
Islands |
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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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91,899 shares |
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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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91,899 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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91,899 shares |
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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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Less
than 1% |
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12 |
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TYPE
OF REPORTING PERSON |
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PN |
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1 |
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NAME
OF REPORTING PERSONS |
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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 |
(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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Cayman
Islands |
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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 |
|
6 |
|
SHARED VOTING POWER |
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EACH |
|
|
|
|
|
REPORTING |
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91,899 shares |
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PERSON WITH |
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7 |
|
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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91,899 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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91,899 shares |
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10 |
|
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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Less
than 1% |
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12 |
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TYPE
OF REPORTING PERSON |
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CO |
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1 |
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NAME
OF REPORTING PERSONS |
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BVF
GP HOLDINGS LLC |
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2 |
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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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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
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|
BENEFICIALLY |
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|
0 shares |
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OWNED BY |
|
6 |
|
SHARED VOTING POWER |
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EACH |
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|
REPORTING |
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1,808,828 shares |
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PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
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0 shares |
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|
8 |
|
SHARED DISPOSITIVE POWER |
|
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|
1,808,828 shares |
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|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
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|
1,808,828 shares |
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.1% |
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12 |
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TYPE
OF REPORTING PERSON |
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|
OO |
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1 |
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NAME
OF REPORTING PERSONS |
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|
BVF
Partners L.P. |
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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 |
|
SEC USE ONLY |
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4 |
|
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 |
|
|
|
|
1,929,201 shares |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 shares |
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|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,929,201 shares |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,929,201 shares |
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
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|
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
|
|
|
|
|
5.4% |
|
|
12 |
|
TYPE
OF REPORTING PERSON |
|
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|
PN,
IA |
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1 |
|
NAME
OF REPORTING PERSONS |
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|
BVF
Inc. |
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
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|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
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|
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|
|
Delaware |
|
NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
0 shares |
|
OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,929,201 shares |
|
PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
0 shares |
|
|
|
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,929,201 shares |
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
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1,929,201 shares |
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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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5.4% |
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12 |
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TYPE
OF REPORTING PERSON |
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CO |
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1 |
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NAME
OF REPORTING PERSONS |
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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 |
(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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United
States |
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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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1,929,201 shares |
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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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1,929,201 shares |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,929,201 shares |
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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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5.4% |
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12 |
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TYPE
OF REPORTING PERSON |
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IN |
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| Item 1(a). | Name of Issuer: |
iTeos Therapeutics, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
321 Arsenal Street, Suite 301
Watertown, Massachusetts 02472
| 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, $0.001
par value per share (the “Shares”).
46565G104
| 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: |
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☒ |
Not applicable. |
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(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. |
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(i) |
☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
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(j) |
☐ |
A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on May 2,
2022, (i) BVF beneficially owned 1,041,669 Shares, (ii) BVF2 beneficially owned 767,159 Shares and (iii) Trading Fund OS beneficially
owned 91,899 Shares.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 1,041,669 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2,
may be deemed to beneficially own the 767,159 Shares beneficially owned by BVF2.
Partners OS, as the general partner of
Trading Fund OS, may be deemed to beneficially own the 91,899 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 1,808,828 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 1,929,201 Shares beneficially
owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”),
including 28,474 Shares held in the Partners Managed Account.
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 1,929,201 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 1,929,201 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 and Trading Fund OS and held in the Partners Managed Account, 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
35,524,135 Shares outstanding as of April 18, 2022, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 25, 2022.
As of the close of business on May 2,
2022, (i) BVF beneficially owned approximately 2.9% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.2% of the
outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially
own approximately 2.9% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.2% of the outstanding
Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially
own approximately 5.1% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 5.4% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
| (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 GPH, Partners, BVF Inc. and Mr. Lampert
share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting
and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
| 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: May 2, 2022
BIOTECHNOLOGY VALUE FUND, L.P. |
|
Biotechnology Value Trading Fund OS LP |
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By: |
BVF I GP LLC., its general partner |
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By: |
BVF Partners L.P., its investment manager |
By: |
/s/ Mark N. Lampert |
|
By: |
BVF Inc., its general partner |
|
Mark N. Lampert |
|
|
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|
Chief Executive Officer |
|
By: |
/s/ Mark Lampert |
|
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|
Mark Lampert |
|
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President |
BVF I GP LLC |
|
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By: |
/s/ Mark N. Lampert |
|
BVF GP HOLDINGS LLC |
|
Mark N. Lampert |
|
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|
Chief Executive Officer |
|
By: |
/s/ Mark Lampert |
|
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|
Mark Lampert |
|
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Chief Executive Officer |
BIOTECHNOLOGY VALUE FUND II, L.P. |
|
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|
By: |
BVF II GP LLC, its general partner |
|
BVF PARTNERS L.P. |
|
|
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|
|
By: |
/s/ Mark N. Lampert |
|
By: |
BVF Inc., its general partner |
|
Mark N. Lampert |
|
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|
|
Chief Executive Officer |
|
By: |
/s/ Mark N. Lampert |
|
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|
Mark N. Lampert |
|
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President |
BVF II GP LLC |
|
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By: |
/s/ Mark N. Lampert |
|
BVF INC. |
|
Mark N. Lampert |
|
|
|
|
Chief Executive Officer |
|
By: |
/s/ Mark Lampert |
|
|
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|
Mark Lampert |
|
|
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|
President |
BVF PARTNERS OS LTD. |
|
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|
By: |
BVF Partners L.P., its sole member |
|
/s/ Mark N. Lampert |
By: |
BVF Inc., its general partner |
|
MARK N. LAMPERT |
|
|
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|
By: |
/s/ Mark N. Lampert |
|
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Mark N. Lampert |
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President |
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16