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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
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|
(b) ☐
|
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|
|
|
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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
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|
5
|
|
SOLE VOTING POWER
|
|
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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|
1,404,711*
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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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1,404,711*
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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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|
1,404,711*
|
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|
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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7.7%*
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12
|
|
TYPE OF REPORTING PERSON
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|
PN
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|
* Includes 972,000 shares of Common Stock currently
issuable upon the conversion of certain Series A Preferred (defined below). Excludes 44,000 shares of Common Stock underlying
certain Series A Preferred held by BVF that may not be converted due to the Series A Blocker (defined below).
Excludes 493,000 shares of Common Stock underlying
certain Series B Preferred (defined below) held by BVF that may not be converted due to the Series B Blocker (defined below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership.
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
|
|
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
|
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|
298,102*
|
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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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|
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298,102*
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
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298,102*
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|
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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1.7%*
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|
12
|
|
TYPE OF REPORTING PERSON
|
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|
PN
|
|
* Excludes 823,000 shares of Common Stock underlying
certain Series A Preferred (defined below) held by BVF2 that may not be converted due to the Series A Blocker (defined below).
Excludes 385,000 shares of Common Stock underlying
certain Series B Preferred (defined below) held by BVF2 that may not be converted due to the Series B Blocker (defined below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership.
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1
|
|
NAME OF REPORTING PERSON
|
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|
Biotechnology Value Trading Fund OS LP
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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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|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Cayman Islands
|
|
NUMBER OF
|
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5
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
60,345*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
|
60,345*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
60,345*
|
|
|
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%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* Excludes 168,000 shares of Common Stock underlying
certain Series A Preferred (defined below) held by Trading Fund OS that may not be converted due to the Series A Blocker (defined
below).
Excludes 60,000 shares of Common Stock underlying
certain Series B Preferred (defined below) held by Trading Fund OS that may not be converted due to the Series B Blocker (defined
below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
60,345*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
60,345*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
60,345*
|
|
|
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%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
* Excludes 168,000 shares of Common Stock underlying
certain Series A Preferred (defined below) held by Trading Fund OS that may not be converted due to the Series A Blocker (defined
below).
Excludes 60,000 shares of Common Stock underlying
certain Series B Preferred (defined below) held by Trading Fund OS that may not be converted due to the Series B Blocker (defined
below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership..
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF Partners L.P.
|
|
|
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
|
|
|
|
|
1,815,146*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
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%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
* Includes 972,000 shares of Common Stock currently
issuable upon the conversion of certain Series A Preferred (defined below). Excludes 1,248,000 shares of Common Stock underlying
certain Series A Preferred that may not be converted due to the Series A Blocker (defined below).
Excludes 1,000,000 shares of Common Stock underlying
certain Series B Preferred (defined below) that may not be converted due to the Series B Blocker (defined below).
The Reporting Persons may choose to convert the Series A Preferred
or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with the Beneficial Ownership
Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF Inc.
|
|
|
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
|
|
|
|
|
1,815,146*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
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%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
* Includes 972,000 shares of Common Stock currently
issuable upon the conversion of certain Series A Preferred (defined below). Excludes 1,248,000 shares of Common Stock underlying
certain Series A Preferred that may not be converted due to the Series A Blocker (defined below).
Excludes 1,000,000 shares of Common Stock underlying
certain Series B Preferred (defined below) that may not be converted due to the Series B Blocker (defined below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Mark N. Lampert
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,815,146*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,815,146*
|
|
|
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%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 972,000 shares of Common Stock currently
issuable upon the conversion of certain Series A Preferred (defined below). Excludes 1,248,000 shares of Common Stock underlying
certain Series A Preferred that may not be converted due to the Series A Blocker (defined below).
Excludes 1,000,000 shares of Common Stock underlying
certain Series B Preferred (defined below) that may not be converted due to the Series B Blocker (defined below).
The Reporting Persons may choose to convert
the Series A Preferred or the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with
the Beneficial Ownership Limitation (defined below). See Item 4(a) for a full description of the Reporting Person’s beneficial
ownership.
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Item 1(a).
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Name of Issuer:
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Spero Therapeutics, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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675 Massachusetts Avenue, 14th Floor
Cambridge, Massachusetts 02139
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Biotechnology Value Fund, L.P. (“BVF”)
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
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 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.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value (the “Common Stock”)
84833T103
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Item 3.
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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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/x/
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Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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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)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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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: ____
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(a)
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Amount beneficially owned:
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As of the close of business on December
31, 2018, the Reporting Persons held 2,220 shares of Series A Convertible Preferred Stock (the “Series A Preferred”).
convertible for an aggregate of 2,220,000 shares of Common Stock. 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 (the “Exchange Act”), more than 9.99% of the number of shares of Common Stock then issued and outstanding (the
“Series A Blocker”). As of the close of business on December 31, 2018, the Series A Blocker limits the aggregate conversion
of Series A Preferred by the Reporting Persons to 972,000 out of the 2,220,000 shares of Common Stock 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 certain Series A Preferred held by BVF to acquire 972,000 shares of Common Stock would be converted, which would bring
the Reporting Persons to the aggregate 9.99% limitation, and the remaining Series A Preferred convertible into 1,248,000 shares
of Common Stock owned by the Reporting Persons in the aggregate would not be converted due to the Series A Blocker.
As of the close of business on December
31, 2018, the Reporting Persons held 1,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred”)
convertible for an aggregate of 1,000,000 shares of Common Stock. The Series B Preferred may not be converted if, after such conversion,
the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) Exchange Act, more than 9.99% of the
number of shares of Common Stock then issued and outstanding (the “Series B Blocker” and together with the “Series
A Blocker”, the “Beneficial Ownership Limitation”). As of the close of business on December 31, 2018, the Series
B Blocker limits the aggregate conversion of Series B Preferred by the Reporting Persons to 0 out of the 1,000,000 shares of Common
Stock underlying the Series B Preferred owned by the Reporting Persons in the aggregate.
The Reporting Persons may choose to
convert the Series A Preferred or the Series B in other amounts among the Reporting Persons, while continuing to comply with the
Beneficial Ownership Limitation.
As of the close of business on December
31, 2018 (i) BVF beneficially owned 1,404,711 shares of Common Stock, (ii) BVF2 beneficially owned 298,102 shares of Common Stock,
and (iii) Trading Fund OS beneficially owned 60,345 shares of Common Stock.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 60,345 shares of Common Stock beneficially owned by Trading Fund OS.
Partners, as the general partner of
BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the
1,815,146 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners managed
accounts (the “Partners Managed Accounts”), including 51,988 shares of Common Stock, which excludes 213,000 shares
of Common Stock underlying the Series A Preferred and 62,000 shares of Common Stock underlying the Series B Preferred, held in
the Partners Managed Accounts.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 1,815,146 shares of Common Stock beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 1,815,146 shares of Common Stock 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 of Common Stock owned by another
Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS.
Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock 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 (i) 17,205,962 shares of Common Stock outstanding as disclosed in the Issuer’s Form S-3
filed with the SEC on December 3, 2018 and (ii) 972,000 shares of Common Stock issuable upon the conversion of certain Series A
Preferred, as applicable.
As of the close of business on December
31, 2018 (i) BVF beneficially owned approximately 7.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 1.7% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding
shares of Common Stock, (iv) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock,
and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding shares
of Common Stock (less than 1% of which is held in the Partners Managed Accounts).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Partners, BVF Inc. and Mr. Lampert
share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners
Managed Accounts.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to the Schedule 13G
filed by the Reporting Persons with the Securities and Exchange Commission on November 9, 2017.
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Item 9.
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Notice of Dissolution of Group.
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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: February 14, 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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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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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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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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Biotechnology Value Trading Fund OS LP
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By:
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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:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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