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
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Fund, 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
|
|
|
|
|
1,304,721 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,304,721 (1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,304,721 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
4.7% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 2,166,500, shares of Common Stock
underlying certain Series X 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 December 27, 2018, the Conversion Limitation limits the aggregate conversion of Series
X Preferred Stock by the Reporting Persons to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock
owned by the Reporting Persons in the aggregate.
Excludes certain Warrants (defined in Item
4) to acquire 3,649,460 shares of Common Stock owned by BVF, as a result of the Warrants Limitation (defined in Item 4). As of
the close of business on December 27, 2018, the Warrants Limitation limits the aggregate exercise of Warrants by the Reporting
Persons to 0 out of the 7,500,002 shares of Common Stock underlying the 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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|
|
|
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|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
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|
Biotechnology Value Fund II, 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
|
|
|
|
|
1,244,591 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,244,591 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,244,591 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
4.5% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 1,475,120 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, Conversion Limitation limits the aggregate conversion of Series X Preferred Stock by the Reporting Persons
to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by the Reporting Persons in the
aggregate.
Excludes certain Warrants to acquire 2,484,899
shares of Common Stock owned by BVF2, as a result of the Warrants Limitation. As of the close of business on December 27, 2018,
the Warrants Limitation limits the aggregate exercise of Warrants by the Reporting Persons to 0 out of the 7,500,002 shares of
Common Stock underlying the 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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|
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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) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
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|
|
Cayman Islands
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
155,018 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
155,018 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
155,018 (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
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 357,470 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, Conversion Limitation limits the aggregate conversion of Series X Preferred Stock by the Reporting Persons
to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by the Reporting Persons in the
aggregate.
Excludes certain Warrants to acquire 602,173
shares of Common Stock owned by
Trading Fund OS
, as a result of the Warrants Limitation.
As of the close of business on December 27, 2018, the Warrants Limitation limits the aggregate exercise of Warrants by the Reporting
Persons to 0 out of the 7,500,002 shares of Common Stock underlying the 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 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
|
|
|
|
|
155,018 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
155,018 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
155,018 (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 357,470 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, Conversion Limitation limits the aggregate conversion of Series X Preferred Stock by the Reporting Persons
to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by the Reporting Persons in the
aggregate.
Excludes certain Warrants to acquire 602,173
shares of Common Stock owned by
Trading Fund OS
, as a result of the Warrants Limitation.
As of the close of business on December 27, 2018, the Warrants Limitation limits the aggregate exercise of Warrants by the Reporting
Persons to 0 out of the 7,500,002 shares of Common Stock underlying the 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
|
|
|
|
|
2,904,684 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,904,684 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,904,684 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
10.5% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Excludes 4,452,310 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, the Series X Preferred Stock Conversion Limitation limits the aggregate conversion of Series X Preferred
Stock by the Reporting Persons to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by
the Reporting Persons in the aggregate.
Excludes certain Warrants to acquire 7,500,002
shares of Common Stock, as a result of the Warrants Limitation. As of the close of business on December 27, 2018, the Warrants
Limitation limits the aggregate exercise of Warrants by the Reporting Persons to 0 out of the 7,500,002 shares of Common Stock
underlying the 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
|
|
|
|
|
2,904,684 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,904,684 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,904,684 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
10.5% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 4,452,310 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, the Series X Preferred Stock Conversion Limitation limits the aggregate conversion of Series X Preferred
Stock by the Reporting Persons to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by
the Reporting Persons in the aggregate.
Excludes certain Warrants to acquire 7,500,002
shares of Common Stock, as a result of the Warrants Limitation. As of the close of business on December 27, 2018, the Warrants
Limitation limits the aggregate exercise of Warrants by the Reporting Persons to 0 out of the 7,500,002 shares of Common Stock
underlying the 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
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
2,904,684 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
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SHARED DISPOSITIVE POWER
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2,904,684 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,904,684 (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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10.5% (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 4,452,310 shares of Common Stock
underlying certain Series X Preferred Stock currently not convertible due to the Conversion Limitation. As of the close of business
on December 27, 2018, the Series X Preferred Stock Conversion Limitation limits the aggregate conversion of Series X Preferred
Stock by the Reporting Persons to 0 out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by
the Reporting Persons in the aggregate.
Excludes certain Warrants to acquire 7,500,002
shares of Common Stock, as a result of the Warrants Limitation. As of the close of business on December 27, 2018, the Warrants
Limitation limits the aggregate exercise of Warrants by the Reporting Persons to 0 out of the 7,500,002 shares of Common Stock
underlying the 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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Cidara 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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6310 Nancy Ridge Drive, Suite 101
San Diego, California 92121
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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., 40
th
Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40
th
Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40
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 $0.0001 per share (the “Common
Stock”)
171757107
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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 445,231
shares of Series X convertible preferred stock, (the “Series X Preferred Stock”) convertible for an aggregate of 4,452,310
shares of Common Stock. Each share of Series X Preferred Stock is convertible into 10 shares of Common Stock. The Series X 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 (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 December
27, 2018, the Series X Preferred Stock Conversion Limitation limits the aggregate conversion of Series X Preferred Stock by the
Reporting Persons to zero out of the 4,452,310 shares of Common Stock underlying the Series X Preferred Stock owned by the Reporting
Persons in the aggregate.
In addition to the Series X Preferred
Stock, the Reporting Persons hold 7,500,002 Warrants exercisable for an aggregate of 7,500,002 shares of Common Stock (the “Warrants”).
The Warrants have an exercise price of $6.81 per share, subject to adjustment pursuant to the terms of the Warrants. The 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 “Warrants
Limitation” together with the Conversion Limitation, the “Beneficial Ownership Limitation”). As of the close
of business on December 27, 2018, the Warrants Limitation limits the aggregate exercise of Warrants by the Reporting Persons to
zero out of the 7,500,002 shares of Common Stock underlying the Warrants owned by the Reporting Persons in the aggregate.
As of the close of business on December
27, 2018, (i) BVF beneficially owned 1,304,721 shares of Common Stock, excluding (a) 2,166,500 shares of Common Stock upon the
conversion of Series X Preferred Stock held by it and (b) 3,649,460 shares of Common Stock issuable upon the exercise of Warrants
held by it, (ii) BVF2 beneficially owned approximately 1,244,591 shares of Common Stock, excluding (a) 1,475,120 shares of Common
Stock issuable upon the conversion of Series X Preferred Stock held by it and (b) 2,484,899 shares of Common Stock issuable upon
the exercise of Warrants held by it, and (iii) Trading Fund OS beneficially owned 155,018 shares of Common Stock, excluding (a)
357,470 shares of Common Stock issuable upon the conversion of Series X Preferred Stock held by it and (b) 602,173 shares of Common
Stock issuable upon the exercise of Warrants held by it.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 155,018 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
2,904,684 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS, including 200,354 shares
of Common Stock held in certain of the Partners managed accounts (the “Partners Managed Accounts”) and excluding (a)
453,220 shares of Common Stock issuable upon the exercise of Series X Preferred Stock held in the Partners Managed Accounts and
(b) 763,470 shares of Common Stock issuable upon the exercise of Warrants held in the Partners Managed Accounts.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 2,904,684 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 2,904,684 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 27,751,431 Shares
outstanding, as of October 31, 2018, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 8, 2018.
As of the close of business on December
27, 2018, (i) BVF beneficially owned approximately 4.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 4.5% 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 10.5% of the outstanding shares
of Common Stock (less than 1% 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
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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 with the Securities
and Exchange Commission on June 4, 2018.
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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: December 27, 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
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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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