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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|
(b) ☐
|
|
|
|
|
|
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3
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|
SEC USE ONLY
|
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|
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|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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|
|
|
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|
|
Delaware
|
|
NUMBER OF
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5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
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6
|
|
SHARED VOTING POWER
|
|
EACH
|
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|
|
|
|
REPORTING
|
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|
2,558,773
(1)
|
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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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2,558,773
(1)
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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|
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|
2,558,773
(1)
|
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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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4.7%
(1)
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12
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TYPE OF REPORTING PERSON
|
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PN
|
|
(1) Excludes 1,567,000 shares of Common Stock
underlying Series A Preferred Stock (defined in Item 4) currently not convertible due to the Conversion Limitation (defined in
Item 4). As of the close of business on June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred
Stock by the Reporting Persons to 0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by
the Reporting Persons in the aggregate.
Excludes A Warrants (defined in Item 4) to
acquire 854,800 shares of Common Stock owned by BVF as a result of the A Warrants Blocker (defined in Item 4). As of the close
of business on June 12, 2018, the A Warrants Blocker limits the aggregate exercise of A Warrants by the Reporting Persons to 0
out of the 1,985,200 shares of Common Stock underlying the A Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants (defined in Item 4) to
acquire 427,400 shares of Common Stock owned by BVF as a result of the B Warrants Blocker (defined in Item 4). As of the close
of business on June 12, 2018, the B Warrants Blocker limits the aggregate exercise of B Warrants by the Reporting Persons to 0
out of the 992,600 shares of Common Stock underlying the B Warrants owned by the Reporting Persons in the aggregate.
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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3
|
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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
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|
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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2,108,048
(1)
|
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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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2,108,048
(1)
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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2,108,048
(1)
|
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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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3.9%
(1)
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12
|
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TYPE OF REPORTING PERSON
|
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PN
|
|
(1) Excludes 1,021,000 shares of Common Stock
underlying Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business on
June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons to
0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the aggregate.
Excludes A Warrants to acquire 560,400 shares
of Common Stock owned by BVF2 as a result of the A Warrants Blocker. As of the close of business on June 12, 2018, the A Warrants
Blocker limits the aggregate exercise of A Warrants by the Reporting Persons to 0 out of the 1,985,200 shares of Common Stock underlying
the A Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 280,200 shares
of Common Stock owned by BVF2 as a result of the B Warrants Blocker. As of the close of business on June 12, 2018, the B Warrants
Blocker limits the aggregate exercise of B Warrants by the Reporting Persons to 0 out of the 992,600 shares of Common Stock underlying
the B Warrants owned by the Reporting Persons in the aggregate.
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 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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|
|
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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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Cayman Islands
|
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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
|
|
|
|
|
308,720
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
308,720
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
308,720
(1)
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
(1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 319,000 shares of Common Stock
underlying Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business on
June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons to
0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the aggregate.
Excludes A Warrants to acquire 167,600 shares
of Common Stock owned by
Trading Fund OS
as a result of the A Warrants Blocker. As
of the close of business on June 12, 2018, the A Warrants Blocker limits the aggregate exercise of A Warrants by the Reporting
Persons to 0 out of the 1,985,200 shares of Common Stock underlying the A Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 83,800 shares
of Common Stock owned by
Trading Fund OS
as a result of the B Warrants Blocker. As
of the close of business on June 12, 2018, the B Warrants Blocker limits the aggregate exercise of B Warrants by the Reporting
Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants owned by the Reporting Persons in the aggregate.
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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|
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|
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
|
|
|
|
|
308,720
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
308,720
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
308,720
(1)
|
|
|
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 319,000 shares of Common Stock
underlying Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business on
June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons to
0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the aggregate.
Excludes A Warrants to acquire 167,600 shares
of Common Stock owned by
Trading Fund OS
as a result of the A Warrants Blocker. As
of the close of business on June 12, 2018, the A Warrants Blocker limits the aggregate exercise of A Warrants by the Reporting
Persons to 0 out of the 1,985,200 shares of Common Stock underlying the A Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 83,800 shares
of Common Stock owned by
Trading Fund OS
as a result of the B Warrants Blocker. As
of the close of business on June 12, 2018, the B Warrants Blocker limits the aggregate exercise of B Warrants by the Reporting
Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants owned by the Reporting Persons in the aggregate.
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
|
|
|
|
|
5,626,295
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,626,295
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,626,295
(1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
10.4%
(1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Excludes 2,907,000 shares of Common Stock
underlying Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business on
June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons to
0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the aggregate.
Excludes A Warrants to acquire 1,985,200 shares
of Common Stock as a result of the A Warrants Blocker. As of the close of business on June 12, 2018, the A Warrants Blocker limits
the aggregate exercise of A Warrants by the Reporting Persons to 0 out of the 1,985,200 shares of Common Stock underlying the A
Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 992,600 shares
of Common Stock as a result of the B Warrants Blocker. As of the close of business on June 12, 2018, the B Warrants Blocker limits
the aggregate exercise of B Warrants by the Reporting Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants
owned by the Reporting Persons in the aggregate.
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
|
|
|
|
|
5,626,295
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
5,626,295
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,626,295
(1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
10.4%
(1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 2,907,000 shares of Common Stock
underlying certain Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons
to 0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the
aggregate.
Excludes A Warrants to acquire 1,985,200 shares
of Common Stock as a result of the A Warrants Blocker. As of the close of business on June 12, 2018, the A Warrants Blocker limits
the aggregate exercise of A Warrants by the Reporting Persons to 0 out of the 1,985,200 shares of Common Stock underlying the A
Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 992,600 shares
of Common Stock as a result of the B Warrants Blocker. As of the close of business on June 12, 2018, the B Warrants Blocker limits
the aggregate exercise of B Warrants by the Reporting Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants
owned by the Reporting Persons in the aggregate.
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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Mark N. Lampert
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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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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5,626,295
(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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5,626,295
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,626,295
(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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10.4%
(1)
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12
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TYPE OF REPORTING PERSON
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IN
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(1) Excludes 2,907,000 shares of Common Stock
underlying Series A Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business on
June 12, 2018, the Conversion Limitation limits the aggregate conversion of Series A Preferred Stock by the Reporting Persons to
0 out of the 2,907,000 shares of Common Stock underlying the Series A Preferred Stock owned by the Reporting Persons in the aggregate.
Excludes A Warrants to acquire 1,985,200 shares
of Common Stock as a result of the A Warrants Blocker. As of the close of business on June 12, 2018, the A Warrants Blocker limits
the aggregate exercise of A Warrants by the Reporting Persons to 0 out of the 1,985,200 shares of Common Stock underlying the A
Warrants owned by the Reporting Persons in the aggregate.
Excludes B Warrants to acquire 992,600 shares
of Common Stock as a result of the B Warrants Blocker. As of the close of business on June 12, 2018, the B Warrants Blocker limits
the aggregate exercise of B Warrants by the Reporting Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants
owned by the Reporting Persons in the aggregate.
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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Pieris Pharmaceuticals, Inc., a Nevada 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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255 State Street, 9th Floor
Boston, Massachusetts 02109
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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”)
1 Sansome Street, 30
th
Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30
th
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”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30
th
Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30
th
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, par value $0.001 per share (the “Common
Stock”)
720795 10 3
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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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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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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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/ /
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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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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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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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The Reporting Persons hold 2,907
shares of Series A Convertible Preferred Stock, (the “Series A Preferred Stock”) convertible for an aggregate of
2,907,000 shares of Common Stock. Each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock.
The Series A Preferred Stock 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, as amended (the “Exchange
Act”), more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “Conversion
Limitation”). As of the close of business on June 12, 2018, the Conversion Limitation limits the aggregate conversion
of Series A Preferred Stock by the Reporting Persons to 0 out of the 2,907,000 shares of Common Stock underlying the Series A
Preferred Stock owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the
Reporting Persons have assumed that the Series A Preferred Stock owned by each of BVF, BVF2 and Trading Fund OS
would
not be converted due to the Conversion Limitation
.
In addition to the Series A
Preferred Stock, the Reporting Persons hold 1,985,200 Tranche A Warrants (the “A Warrants”) exercisable for an
aggregate of 1,985,200 shares of Common Stock. The A Warrants have an exercise price of $2.00 per share and expire on June 8,
2021. The A Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as
determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then
issued and outstanding (the “A Warrants Blocker”). As of the close of business on June 12, 2018, the A Warrants
Blocker limits the aggregate exercise of A Warrants by the Reporting Persons to 0 out of the 1,985,200 shares of Common Stock
underlying the A Warrants owned by the Reporting Persons in the aggregate. In providing beneficial ownership described
herein, the Reporting Persons have assumed the A Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in certain
Partners managed accounts (the “Partners Managed Accounts”) would not be exercised due to the A Warrants Blocker.
In addition to the Series A Preferred
Stock and A Warrants, the Reporting Persons hold 992,600 Tranche B Warrants (the “B Warrants”) exercisable for an aggregate
of 992,600 shares of Common Stock. The B Warrants have an exercise price of $3.00 per share and expire on June 8, 2021. The B Warrants
may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section
13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “B Warrants
Blocker”). As of the close of business on June 12, 2018, the B Warrants Blocker limits the aggregate exercise of B Warrants
by the Reporting Persons to 0 out of the 992,600 shares of Common Stock underlying the B Warrants owned by the Reporting Persons
in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have assumed the B Warrants owned by
each of BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts would not be exercised due to the B Warrants Blocker.
As of the close of business on June
12, 2018, (i) BVF beneficially owned 2,558,773 shares of Common Stock, excluding (a) 1,567,000 shares of Common Stock upon the
conversion of Series A Preferred Stock held by it, (b) 854,800 shares of Common Stock issuable upon the exercise of A Warrants
held by it, and (c) 427,400 shares of Common Stock issuable upon the exercise of B Warrants held by it; (ii) BVF2 beneficially
owned 2,108,048 shares of Common Stock, excluding (a) 1,021,000 shares of Common Stock issuable upon the conversion of Series A
Preferred Stock held by it, (b) 560,400 shares of Common Stock issuable upon the exercise of A Warrants held by it, and (c) 280,200
shares of Common Stock issuable upon the exercise of B Warrants held by it; and (iii) Trading Fund OS beneficially owned 308,720
shares of Common Stock, excluding (a) 319,000 shares of Common Stock issuable upon the conversion of Series A Preferred Stock held
by it, (b) 167,600 shares of Common Stock issuable upon the exercise of A Warrants held by it, and (c) 83,800 shares of Common
Stock issuable upon the exercise of B Warrants held by it.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 308,720 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
5,626,295 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS, including 650,754 shares
of Common Stock held in the Partners Managed Accounts, and excluding (a) 402,400 shares of Common Stock issuable upon the exercise
of A Warrants held in the Partners Managed Accounts and (b) 201,200 shares of Common Stock issuable upon the exercise of B Warrants
held in the Partners Managed Accounts.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 5,626,295 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 5,626,295 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 and Trading Fund OS, and held in 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 53,989,427 shares of Common Stock outstanding, as of May 25, 2018, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Definitive Proxy Statement on Form DEF 14A filed with the Securities and Exchange Commission
on June 14, 2018.
As of the close of business on July
12, 2018, (i) BVF beneficially owned approximately 4.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 3.9% 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 10.4% of the outstanding shares
of Common Stock (1.2% of the outstanding shares of Common Stock are 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
|
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.
|
Item 5.
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Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
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.
|
See Exhibit 99.1 to the Schedule 13G filed with the Securities
and Exchange Commission on June 17, 2016.
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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: July 12, 2018
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
|
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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