(Amendment No. )1
BVF PARTNERS L.P.
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
11,265,678 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
11,265,678 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
11,265,678 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
30.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF I GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
11,265,678 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
11,265,678 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
11,265,678 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
30.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
9,005,700 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
9,005,700 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,005,700 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
24.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF II GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
9,005,700 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
9,005,700 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
9,005,700 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
24.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS, L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,420,317 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,420,317 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,420,317 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,420,317 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,420,317 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,420,317 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
20,271,378 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
20,271,378 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
20,271,378 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
54.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
21,751,284 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
58.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN, IA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
21,751,284 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
58.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
21,751,284 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
21,751,284 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
58.9% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
SPIKE LOY |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to
the Class A Ordinary Shares, par value $0.0001 per share (the “Shares”), of MoonLake Immunotherapeutics, a Cayman Islands
exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is Dorfstrasse 29, Zug, Switzerland
6300.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”); |
| (ii) | BVF I GP LLC, a Delaware limited liability company (“BVF GP”), which serves as general partner
of BVF; |
| (iii) | Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”); |
| (iv) | BVF II GP LLC, a Delaware limited liability company (“BVF2 GP”), which serves as general partner
of BVF2; |
| (v) | Biotechnology Value Trading Fund OS LP, a Cayman Islands limited partnership (“Trading Fund OS”); |
| (vi) | BVF Partners OS Ltd., a Cayman Islands limited liability company (“Partners OS”), which serves
as general partner of Trading Fund OS; |
| (vii) | BVF GP Holdings LLC, a Delaware limited liability company (“BVF GPH”), which is the sole member
of each of BVF GP and BVF2 GP; |
| (viii) | BVF Partners L.P., a Delaware limited partnership (“Partners”), which serves as the investment
manager of each of BVF, BVF2, Trading Fund OS and a certain managed account (the “Partners Managed Account”), and as the sole
member of Partners OS; |
| (ix) | BVF Inc., a Delaware corporation, which serves as general partner of Partners and the managing member
of BVF GPH; |
| (x) | Mark N. Lampert, who serves as the sole officer and director of BVF Inc.; and |
| (xi) | Spike Loy, who serves as a member of the Board of Directors of the Issuer (the “Board”) and
as a managing director of Partners. |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
business address of BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc., Mr. Lampert and Mr. Loy is 44 Montgomery St., 40th Floor,
San Francisco, California 94104. The business address of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104,
Cayman Islands.
(c) The
principal business of each of BVF, BVF2 and Trading Fund OS is investing in securities. The principal business of BVF GP, BVF2 GP, and
Partners OS is serving as the general partner of BVF, BVF2 and Trading Fund OS, respectively. The principal business of BVF GPH is serving
as the sole member of each of BVF GP and BVF2 GP. The principal business of Partners is serving as the investment manager of each of BVF,
BVF2, Trading Fund OS and the Partners Managed Account, and the sole member of Partners OS. The principal business of BVF Inc. is serving
as the general partner of Partners and the managing member of BVF GPH. Mr. Lampert is the sole officer and director of BVF Inc. Mr. Loy
is a managing director of Partners.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs.
Lampert and Loy are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares beneficially owned
by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account were purchased with working capital.
The aggregate purchase price
of the securities of MoonLake AG (as defined below) that BVF assigned to the Issuer in exchange for 9,533,611 Shares in connection with
the Business Combination (as defined below) is $17,068,841. BVF purchased 1,732,067 Shares in the PIPE Transaction (as defined below)
for an aggregate purchase price of $17,320,670.
The aggregate purchase price
of the securities of MoonLake AG that BVF2 assigned to the Issuer in exchange for 7,741,509 Shares in connection with the Business Combination
is $13,860,302. BVF2 purchased 1,264,191 Shares in the PIPE Transaction for an aggregate purchase price of $12,641,910.
The aggregate purchase price
of the securities of MoonLake AG that Trading Fund OS assigned to the Issuer in exchange for 1,226,164 Shares in connection with the Business
Combination is $2,195,310. Trading Fund OS purchased 194,153 Shares in the PIPE Transaction for an aggregate purchase price of $1,941,530.
The Partners Managed Account
purchased 59,589 Shares in the PIPE Transaction for an aggregate purchase price of $595,890.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased
the securities reported owned herein based on the Reporting Persons’ belief that such securities, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Business Combination
On April 5, 2022 (the “Closing
Date”), the Issuer (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “Helix”) consummated a business
combination (the “Closing”) pursuant to that certain Business Combination Agreement dated October 4, 2021 (the “Business
Combination Agreement”), by and among Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation (“MoonLake AG”),
the existing equityholders of MoonLake AG and equityholders of MoonLake AG that executed joinders to the Business Combination Agreement
(including BVF, BVF2 and Trading Fund OS (the “BVF Shareholders” and collectively with such other equityholders, the “ML
Parties”)), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “Sponsor”),
and the representative of the ML Parties (such transactions contemplated by the Business Combination Agreement, collectively, the “Business
Combination”).
The foregoing description
of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business
Combination Agreement, which is referenced hereto as Exhibit 99.1 and is incorporated herein by reference.
Investment Agreement
On October 4, 2021, concurrently
with the execution of the Business Combination Agreement, Helix, MoonLake AG and each of the ML Parties, including the BVF Shareholders,
entered into an Investment Agreement (as amended, the “Investment Agreement”) for the purpose of, among other things, approving
certain internal restructuring transactions effectuated by MoonLake AG in contemplation of the Closing.
The foregoing description
of the Investment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investment Agreement,
which is referenced hereto as Exhibit 99.2 and is incorporated herein by reference.
Subscription Agreements
and PIPE Investment (Private Placement)
On October 4, 2021, concurrently
with the execution of the Business Combination Agreement, and subsequently on March 31, 2022 and April 4, 2022, Helix entered into subscription
agreements (collectively, the “PIPE Subscription Agreements”) with certain investors, including the BVF Shareholders and the
Partners Managed Account (collectively, the “PIPE Investors”) pursuant to which, and on the terms and subject to the conditions
of which, the PIPE Investors collectively subscribed for 11,700,000 Shares (the “PIPE Transaction”), 11,600,000 Shares of
which were issued at a price of $10.00 per Share for gross proceeds of $116,000,000 and 100,000 Shares of which were issued to placement
agents of the PIPE Transaction in satisfaction of an aggregate of $1,000,000 of fees owed by Helix to such placement agents.
The PIPE Subscription Agreements
contain customary representations and warranties of Helix, on the one hand, and each PIPE Investor, on the other hand, and customary conditions
to closing, including the consummation of the transactions contemplated by the Business Combination Agreement. The PIPE Transaction was
consummated substantially concurrent with the Closing of the Business Combination. The PIPE Subscription Agreements provide for certain
customary registration rights for the PIPE Investors.
The foregoing description
of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the full text of the PIPE Subscription
Agreements, which are referenced hereto as Exhibits 99.3 and 99.4 and are incorporated herein by reference. The BVF Shareholders and the
Partners Managed Account entered into the form of PIPE Subscription Agreement referenced as Exhibit 99.3 hereto.
Restated
and Amended Shareholders’ Agreement
At
the Closing, Helix, MoonLake AG and each ML Party, including the BVF Shareholders, entered into a Restated and Amended Shareholders’
Agreement (the “A&R Shareholders’ Agreement”). Pursuant to the terms of the A&R Shareholders’ Agreement,
MoonLake AG’s existing shareholders’ agreement was amended and restated. The A&R Shareholders’ Agreement will continue
in force until the earlier of 15 years or the date on which all of the ML Parties have exchanged their equity in MoonLake AG for Shares
of the Issuer. With the intent to approximate the rights, obligations and restrictions that an ML Party would enjoy if it were a holder
of Shares, the A&R Shareholders’ Agreement (i) imposes certain transfer and other restrictions on the ML Parties, (ii) provides
for the waiver of certain statutory rights and (iii) establishes certain mechanics whereby Helix and each of the ML Parties are able to
effect the conversion of MoonLake AG securities into a number of Shares equal to the exchange ratio of 33.638698 Shares to one MoonLake
AG Common Share.
The foregoing description
of the A&R Shareholders’ Agreement does not purport to be complete and is qualified
in its entirety by the full text of the A&R Shareholders’ Agreement, which is referenced
hereto as Exhibit 99.5 and is incorporated herein by reference.
Amended
and Restated Registration Rights Agreement
At
the Closing, MoonLake AG, the Sponsor and certain ML Parties, including the BVF Shareholders, entered into an amended and restated registration
rights agreement (the “A&R Registration Rights Agreement”) pursuant to which, among other things, the parties thereto
were granted certain customary registration rights with respect to the Shares beneficially held by them and agreed to transfer restrictions,
including various lock-ups, with respect to the Shares and Class C Ordinary Shares of the Issuer beneficially held by them, as applicable.
The
following lock-up applies to the Shares held by the BVF Shareholders and the Partners Managed Account: a one-year lock-up period following
the Closing, subject to earlier release from the lock-up if subsequent to the Business Combination (x) the closing price of the Shares
equals or exceeds $12.00 per Share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) following the
Closing the Issuer completes a liquidation, merger, share exchange or other similar transaction that results in all of the Issuer’s
shareholders having the right to exchange their ordinary shares for cash, securities or other property.
The foregoing description
of the A&R Registration Rights Agreement does not purport to be complete and is qualified
in its entirety by the full text of the A&R Registration Rights Agreement, which is referenced
hereto as Exhibit 99.6 and is incorporated herein by reference.
Except in Mr. Loy’s
capacity as a director of the Issuer, no Reporting Person has any present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection
with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the
Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the Reporting
Persons’ investment strategies, the price levels of the Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional
Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares,
or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate percentage of Shares reported owned by each person named herein is based on 36,925,639
Shares outstanding, which is the total number of Shares outstanding as of April 5, 2022, after giving effect to the Closing, as reported
in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 11, 2022.
As of the date hereof, (i)
BVF beneficially owned 11,265,678 Shares, representing percentage ownership of approximately 30.5% of the Shares outstanding, (ii) BVF2
beneficially owned 9,005,700 Shares, representing percentage ownership of approximately 24.4% of the Shares outstanding, (iii) Trading
Fund OS beneficially owned 1,420,317 Shares, representing percentage ownership of approximately 3.9% of the Shares outstanding, and (iv)
59,589 Shares were held in the Partners Managed Account, representing percentage ownership of less than 1% of the Shares outstanding.
BVF GP, as the general partner
of BVF, may be deemed to beneficially own the 11,265,678 Shares beneficially owned by BVF, representing percentage ownership of approximately
30.5% of the Shares outstanding.
BVF2 GP, as the general partner
of BVF2, may be deemed to beneficially own the 9,005,700 Shares beneficially owned by BVF2, representing percentage ownership of approximately
24.4% of the Shares outstanding.
Partners OS, as the general
partner of Trading Fund OS, may be deemed to beneficially own the 1,420,317 Shares beneficially owned by Trading Fund OS, representing
percentage ownership of approximately 3.9% of the Shares outstanding.
BVF GPH, as the sole member
of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 20,271,378 Shares beneficially owned in the aggregate by BVF and
BVF2, representing percentage ownership of approximately 54.9% of the Shares outstanding.
Partners, as the investment
manager of BVF, BVF2, Trading Fund OS and the Partners Managed Account and the sole member of Partners OS, may be deemed to beneficially
own the 21,751,284 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account,
representing percentage ownership of approximately 58.9% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 21,751,284 Shares beneficially owned by Partners, representing percentage ownership
of approximately 58.9% of the Shares outstanding.
Mr. Lampert, as a director
and officer of BVF Inc., may be deemed to beneficially own the 21,751,284 Shares beneficially owned by BVF Inc., representing percentage
ownership of approximately 58.9% of the Shares outstanding.
As of the date hereof, Mr.
Loy does not beneficially own any securities of the Issuer.
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially owns.
BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting and dispositive
power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive power over the
Shares each such entity beneficially owns. Trading Fund OS shares with Partners OS voting and dispositive power over the Shares beneficially
owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 21,751,284 Shares they may be
deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF GPH and held in the Partners Managed Account.
Each of the Reporting Persons disclaims beneficial ownership of the Shares he or it does not directly own.
(c) Except
for the transactions described in Item 3 and Item 4 above, the Reporting Persons have not entered into any transactions in the Shares
during the past sixty days.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Reference is made to the
Business Combination Agreement, the Investment Agreement, the PIPE Subscription Agreements, the A&R
Shareholders’ Agreement and the A&R Registration Rights Agreement, each as defined and described in Item 4.
On April 18, 2022, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached
hereto as Exhibit 99.7 and is incorporated herein by reference.
BVF GP and BVF2 GP are the
general partners of BVF and BVF2, respectively, pursuant to their respective limited partnership agreements, which provide BVF GP and
BVF2 GP with broad authority over the activities and assets of BVF and BVF2. Pursuant to such limited partnership agreements, BVF GP and
BVF2 GP are entitled to allocations based on realized and unrealized gains on the respective assets of BVF and BVF2.
Partners is the sole member
of Partners OS and the investment manager of BVF, BVF2 and Trading Fund OS pursuant to their respective investment management agreements
which authorize Partners, among other things, to invest the funds of BVF, BVF2 and Trading Fund OS in the Shares and other securities
and to vote, exercise or convert and dispose of such securities. Pursuant to such investment management agreements, Partners is entitled
to receive fees based on assets under management and allocations based on realized and unrealized gains on such assets from each of BVF,
BVF2 and Trading Fund OS.
Pursuant to investment management
agreements with the Partners Managed Account, Partners and BVF Inc. have authority, among other things, to invest funds of the Partners
Managed Account in the Shares and other securities and to vote, exercise or convert and dispose of such securities. Pursuant to such
investment management agreements, Partners and BVF Inc. receive fees based on realized and unrealized gains thereon.
Pursuant to an agreement
between Mr. Loy and Partners, Mr. Loy is obligated to transfer to Partners the economic benefit, if any, he receives upon the sale of
any securities of the Issuer he receives in his capacity as a director of the Issuer.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Business Combination Agreement, dated as of October 4, 2021, by and among Helix Acquisition Corp., MoonLake
Immunotherapeutics AG, the existing shareholders and option rights holders of MoonLake Immunotherapeutics AG, Helix Holdings LLC, and
Matthias Bodenstedt (incorporated by reference to Exhibit 2.1 of the Issuer’s Form 8-K, filed with the SEC on October 4, 2021). |
| 99.2 | Investment Agreement, dated as of October 4, 2021, by and among Helix Acquisition Corp., MoonLake Immunotherapeutics
AG and the existing shareholders and option rights holders of MoonLake Immunotherapeutics AG (incorporated by reference to Exhibit 10.1
of the Issuer’s Form 8-K, filed with the SEC on October 4, 2021). |
| 99.3 | Form of Subscription Agreement, dated as of October 4, 2021 (incorporated by reference to Exhibit 10.3
of the Issuer’s Form 8-K, filed with the SEC on October 4, 2021). |
| 99.4 | Form of Subscription Agreement, entered into in March and April 2022 (incorporated by reference to Exhibit
10.7 of the Issuer’s Form 8-K, filed with the SEC on April 11, 2022). |
| 99.5 | Amended and Restated Shareholders’ Agreement, dated as of April 5, 2022, by and among MoonLake Immunotherapeutics,
MoonLake Immunotherapeutics AG and the investors signatory thereto (incorporated by reference to Exhibit 10.2 of the Issuer’s Form
8-K, filed with the SEC on April 11, 2022). |
| 99.6 | Amended and Restated Registration Rights Agreement, dated as of April 5, 2022, by and among MoonLake Immunotherapeutics,
Helix Holdings LLC and the holders signatory thereto (incorporated by reference to Exhibit 10.5 of the Issuer’s Form 8-K, filed
with the SEC on April 11, 2022). |
| 99.7 | Joint Filing Agreement by and among Biotechnology Value Fund, L.P., BVF I GP LLC, Biotechnology Value
Fund II, L.P., BVF II GP, LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP Holdings LLC, BVF Partners L.P., BVF
Inc., Mark N. Lampert and Spike Loy, dated April 18, 2022.
|
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: April 18, 2022
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 |
|
/s/ Spike Loy |
|
Mark N. Lampert |
|
SPIKE LOY |
|
President |
|
|
|