(Amendment No. 3)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,649,735 (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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1,649,735 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,649,735 (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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6.0% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 493,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred (defined below).
Excludes 1,166,000 shares of Common Stock underlying
certain Series C Preferred (defined below) that may not be converted due to the Series C Blocker (defined below).
Excludes 1,801,109 shares of Common Stock underlying
certain Series D Preferred (defined below) that may not be converted due to the Series D Blocker (defined below).
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1
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NAME OF REPORTING PERSON
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BVF I GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,649,735 (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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1,649,735 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,649,735 (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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6.0% (1)
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12
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TYPE OF REPORTING PERSON
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OO
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(1) Includes 493,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred.
Excludes 1,166,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 1,801,109 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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950,942 (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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950,942 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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950,942 (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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3.5% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 32,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 353,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker (defined below).
Excludes 889,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 1,205,542 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
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1
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NAME OF REPORTING PERSON
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BVF II GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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950,942 (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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950,942 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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950,942 (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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3.5% (1)
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12
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TYPE OF REPORTING PERSON
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OO
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(1) Includes 32,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 353,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 889,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 1,205,542 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
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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
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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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Cayman Islands
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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134,912 (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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134,912 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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134,912 (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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Less than 1% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Excludes 60,000 shares of Common Stock
underlying certain Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 159,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 208,349 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
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1
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NAME OF REPORTING PERSON
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BVF Partners OS Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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Cayman Islands
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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134,912 (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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134,912 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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134,912 (1)
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10
|
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1% (1)
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12
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TYPE OF REPORTING PERSON
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CO
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(1) Excludes 60,000 shares of Common Stock
underlying certain Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 159,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 208,349 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
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1
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NAME OF REPORTING PERSON
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BVF GP HOLDINGS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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|
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|
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|
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|
|
Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
|
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
|
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|
2,600,677 (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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|
|
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2,600,677 (1)
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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2,600,677 (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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9.4% (1)
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12
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TYPE OF REPORTING PERSON
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OO
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|
(1) Includes 525,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 353,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 2,055,000 shares of Common Stock underlying
certain Series C Preferred and BVF2 that may not be converted due to the Series C Blocker.
Excludes 3,006,651 shares of Common Stock underlying
certain Series D Preferred and BVF2 that may not be converted due to the Series D Blocker.
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1
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NAME OF REPORTING PERSON
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|
BVF Partners L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
(b) ☐
|
|
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|
3
|
|
SEC USE ONLY
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|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,768,278 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.99% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Includes 525,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 475,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 2,287,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 3,215,000 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
2,768,278 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.99% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Includes 525,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 475,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 2,287,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 3,215,000 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
2,768,278 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,768,278 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.99% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Includes 525,000 shares of Common Stock
currently issuable upon the conversion of certain Series B Preferred. Excludes 475,000 shares of Common Stock underlying certain
Series B Preferred that may not be converted due to the Series B Blocker.
Excludes 2,287,000 shares of Common Stock underlying
certain Series C Preferred that may not be converted due to the Series C Blocker.
Excludes 3,215,000 shares of Common Stock underlying
certain Series D Preferred that may not be converted due to the Series D Blocker.
|
Item 1(a).
|
Name of Issuer:
|
Spero Therapeutics, Inc., a Delaware
corporation (the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
675 Massachusetts Avenue, 14th Floor
Cambridge, Massachusetts 02139
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS
LP (“Trading Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners
OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.001 par value (the
“Common Stock”)
84833T103
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
|
/x/
|
Not applicable.
|
|
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount beneficially owned:
|
As of the close of business on December
31, 2020, 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) 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 B Blocker”). As of the close of business on December 31, 2020, the Series B Blocker limits the aggregate conversion
of Series B Preferred by the Reporting Persons to 525,000 out of the 1,000,000 shares of Common Stock underlying the Series B Preferred
owned by the Reporting Persons in the aggregate. In providing beneficial ownership described herein, the Reporting Persons have
assumed that certain Series B Preferred held by BVF and BVF2 to acquire 525,000 shares of Common Stock would be converted, which
would bring the Reporting Persons to the aggregate 9.99% limitation, and the remaining Series B Preferred convertible into 475,000
shares of Common Stock owned by the Reporting Persons in the aggregate would not be converted due to the Series B Blocker.
As of the close of business on December
31, 2020, the Reporting Persons held 2,287 shares of Series C Convertible Preferred Stock (the “Series C Preferred”)
convertible for an aggregate of 2,287,000 shares of Common Stock. The Series C 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. As of the close of business on December 31, 2020, the Series C Blocker
limits the aggregate conversion of Series C Preferred by the Reporting Persons to 0 out of the 2,287,000 shares of Common Stock
underlying the Series C Preferred owned by the Reporting Persons in the aggregate.
As of the close of business on December
31, 2020, the Reporting Persons held 3,215,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred”)
convertible for an aggregate of 3,215,000 shares of Common Stock. The Series D 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 D Blocker” and together with the “Series
B Blocker”, “Series C Blocker”, the “Beneficial Ownership Limitation”). As of the close of business
on December 31, 2020, the Series D Blocker limits the aggregate conversion of Series D Preferred by the Reporting Persons to 0
out of the 3,215,000 shares of Common Stock underlying the Series D Preferred owned by the Reporting Persons in the aggregate.
The Reporting Persons may choose to
convert the Series B Preferred, Series C Preferred or Series D Preferred 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, 2020 (i) BVF beneficially owned 1,649,735 shares of Common Stock, including 493,000 shares of Common Stock issuable upon the
conversion of certain Series B Preferred held by it, and excluding 1,166,000 shares of Common Stock underlying certain Series C
Preferred and 1,801,109 shares of Common Stock underlying certain Series D Preferred (ii) BVF2 beneficially owned 950,942 shares
of Common Stock, including 32,000 shares of Common Stock issuable upon the conversion of certain Series B held by it, and excluding
353,000 shares of Common Stock underlying certain Series B Preferred, 889,000 shares of Common Stock underlying certain Series
C Preferred, and 1,205,542 shares of Common Stock underlying certain Series D Preferred, and (iii) Trading Fund OS beneficially
owned 134,912 shares of Common Stock, excluding 60,000 shares of Common Stock underlying certain Series B Preferred, 159,000 shares
of Common Stock underlying certain Series C Preferred, and 208,349 shares of Common Stock underlying certain Series D Preferred.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 1,649,735 shares of Common Stock beneficially owned by BVF.
BVF2 GP, as the general partner of
BVF2, may be deemed to beneficially own the 950,942 shares of Common Stock beneficially owned by BVF2.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 134,912 shares of Common Stock beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each
of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,600,677 shares of Common Stock beneficially owned by BVF and BV2.
Partners, as the investment
manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,768,278
shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed
account (the “Partners Managed Account”), including 32,689 shares of Common Stock held in the Partners Managed
Account, and excluding 62,000 shares of Common Stock underlying the Series B Preferred and 73,000 shares of Common Stock
underlying the Series C Preferred held in the Partners Managed Account.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 2,768,278 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 2,768,278 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. BVF GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF. BVF2 GP disclaims
beneficial ownership of the shares of Common Stock beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares of Common Stock
beneficially owned by BVF and BVF2. 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 held in the Partners Managed Account, and the filing of this
statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based
on a denominator that is the sum of (i) 27,187,489 shares of Common Stock outstanding, as of October 29, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020 and (ii)
certain or all of the 525,000 shares of Common Stock issuable upon the conversion of certain Series B Preferred, as applicable.
As of the close of business on December
31, 2020 (i) BVF beneficially owned approximately 6.0% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 3.5% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding
shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 6.0% of the outstanding shares of Common Stock,
(v) BVF2 GP may be deemed to beneficially own approximately 3.5% of the outstanding shares of Common Stock, (vi) Partners OS may
be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, (vii) BVF GPH may be deemed to beneficially
own approximately 9.4% 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 Account).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(ii)
|
Shared power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
BVF GP, BVF GPH, Partners, BVF Inc.
and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF. BVF GPH, Partners,
BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF2. 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 Account.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1 to Amendment No. 2
to the Schedule 13G filed with the Securities and Exchange Commission on February 18, 2020.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 12, 2021
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
|
|
|
|
By:
|
BVF I GP LLC., its general partner
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF I GP LLC
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
BVF PARTNERS L.P.
|
By:
|
BVF II GP LLC, its general partner
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF II GP LLC
|
|
|
|
|
|
|
BVF INC.
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
|
|
/s/ Mark N. Lampert
|
By:
|
BVF Partners L.P., its sole member
|
|
MARK N. LAMPERT
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|