Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund, L.P.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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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13,999,725 (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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13,999,725 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,999,725 (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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5.3% (1)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Represents 933,315 American Depositary
Shares (“ADS”) (each ADS represents 15 Ordinary Shares (as defined below)), including (i) 95,450 ADSs issuable upon
the exercise of certain Series A Warrants (as defined below) and (ii) 95,450 ADSs issuable upon the exercise of certain Series
B Warrants (as 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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|
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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
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
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
|
|
|
|
|
|
REPORTING
|
|
|
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|
13,999,725 (1)
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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|
|
|
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|
|
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0 shares
|
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|
8
|
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SHARED DISPOSITIVE POWER
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13,999,725 (1)
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
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|
13,999,725 (1)
|
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|
10
|
|
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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5.3% (1)
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12
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TYPE OF REPORTING PERSON
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|
OO
|
|
(1) Represents 933,315 ADSs (each ADS represents
15 Ordinary Shares) including (i) 95,450 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 95,450 ADSs issuable
upon the exercise of certain Series B Warrants.
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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
|
(a) ☒
|
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(b) ☐
|
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|
|
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3
|
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SEC USE ONLY
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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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|
|
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BENEFICIALLY
|
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0 shares
|
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OWNED BY
|
|
6
|
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SHARED VOTING POWER
|
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EACH
|
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REPORTING
|
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10,541,415 (1)
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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|
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|
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0 shares
|
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|
8
|
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SHARED DISPOSITIVE POWER
|
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10,541,415 (1)
|
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
|
|
|
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|
|
|
|
10,541,415 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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|
|
|
|
|
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|
4.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Represents 702,761 ADSs (each ADS represents
15 Ordinary Shares), including (i) 59,536 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 59,536 ADSs issuable
upon the exercise of certain Series B Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
10,541,415 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
10,541,415 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
10,541,415 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
4.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Represents 702,761 ADSs (each ADS represents
15 Ordinary Shares), including (i) 59,536 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 59,536 ADSs issuable
upon the exercise of certain Series B Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP
|
|
|
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
|
|
|
|
|
2,663,550 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,663,550 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,663,550 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Represents 177,570 ADSs (each ADS represents
15 Ordinary Shares), including (i) 16,520 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 16,520 ADSs issuable
upon the exercise of certain Series B Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
2,663,550 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,663,550 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,663,550 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.0% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 177,570 ADSs (each ADS represents
15 Ordinary Shares), including (i) 16,520 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 16,520 ADSs issuable
upon the exercise of certain Series B Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
24,541,140 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
24,541,140 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
24,541,140 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.3% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Represents 1,636,076 ADSs (each ADS represents
15 Ordinary Shares), including (i) 154,986 ADSs issuable upon the exercise of certain Series A Warrants and (ii) 154,986 ADSs
issuable upon the exercise of certain Series B Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
31,242,465 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
11.8% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Represents 2,082,831 ADSs (each ADS represents
15 Ordinary Shares), including (i) 198,228 ADSs issuable upon the exercise of certain Series A Warrants (as defined below) and
(ii) 198,228 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
31,242,465 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
11.8% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Represents 2,082,831 ADSs (each ADS represents
15 Ordinary Shares), including (i) 198,228 ADSs issuable upon the exercise of certain Series A Warrants (as defined below) and
(ii) 198,228 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
31,242,465 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
31,242,465 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
11.8% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Represents 2,082,831 ADSs (each ADS represents
15 Ordinary Shares), including (i) 198,228 ADSs issuable upon the exercise of certain Series A Warrants (as defined below) and
(ii) 198,228 ADSs issuable upon the exercise of certain Series B Warrants (as defined below).
|
Item 1(a).
|
Name of Issuer:
|
BioLineRx Ltd., an Israeli corporation
(the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
2 HaMa’ayan Street
Modi’in 7177871
Israel
|
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:
|
Ordinary Shares, par value NIS 0.10
per share (the “Ordinary Shares”).
09071M205
|
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 June
1, 2020, The Reporting Persons held 198,228 Series A Warrants exercisable for an aggregate of 198,228 ADSs (the “Series A
Warrants”). The Series A Warrants have an exercise price of $2.00 per Ordinary Share. The Series A Warrants may not be exercised
if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), more than 24.99% of the Ordinary Shares issued and outstanding
(the “Series A Warrants Blocker”). In providing beneficial ownership described herein, the Reporting Persons have assumed
the Series A Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in the Partners managed accounts (the “Partners
Managed Accounts”) would be fully exercised.
As of the close of business on June
1, 2020, the Reporting Persons held 198,228 Series B Warrants exercisable for an aggregate of 198,228 ADSs (the “Series B
Warrants”). The Series B Warrants have an exercise price of $4.00 per Ordinary Share. The Series B Warrants may not be exercised
if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange
Act, more than 24.99% of the Ordinary Shares issued and outstanding (the “Series B Warrants Blocker”). In providing
beneficial ownership described herein, the Reporting Persons have assumed the Series B Warrants owned by each of BVF, BVF2 and
Trading Fund OS and held in the Partners Managed Accounts would be fully exercised.
As of the close of business on June
1, 2020, (i) BVF beneficially owned 13,999,725 Ordinary Shares (represented by 933,315 ADSs, including (a) 95,450 ADSs issuable
upon the exercise of Series A Warrants and (b) 95,450 ADSs issuable upon the exercise of Series B Warrants), (ii) BVF2 beneficially
owned 10,541,415 Ordinary Shares (represented by 702,761 ADSs, including (a) 59,536 ADSs issuable upon the exercise of Series A
Warrants and (b) 59,536 ADSs issuable upon the exercise of Series B Warrants), and (iii) Trading Fund OS beneficially owned 2,663,550
Ordinary Shares (represented by 177,570 ADSs, including (a) 16,520 ADSs issuable upon the exercise of Series A Warrants and (b)
16,520 ADSs issuable upon the exercise of Series B Warrants).
BVF GP, as the general partner of
BVF, may be deemed to beneficially own the 13,999,725 Ordinary Shares beneficially owned by BVF.
BVF2 GP, as the general partner
of BVF2, may be deemed to beneficially own the 10,541,415 Ordinary Shares beneficially owned by BVF2.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 2,663,550 Ordinary Shares 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 24,541,140 Ordinary Shares beneficially owned in the aggregate by
BVF and BVF2.
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 31,242,465 Ordinary
Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, including 4,037,775 Ordinary Shares held in the Partners
Managed Accounts (represented by 269,185 ADSs, including (a) 26,722 ADSs issuable upon the exercise of Series A Warrants and (b)
26,722 ADSs issuable upon the exercise of Series B Warrants).
BVF Inc., as the general partner
of Partners, may be deemed to beneficially own the 31,242,465 Ordinary Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 31,242,465 Ordinary Shares 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 Ordinary Shares owned by another Reporting
Person. BVF GP disclaims beneficial ownership of the Ordinary Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership
of the Ordinary Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Ordinary Shares beneficially
owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Ordinary Shares beneficially owned by BVF and BVF2. Each
of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Ordinary Shares beneficially owned by BVF, BVF2, Trading
Fund OS, and the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such
person or entity is the beneficial owner of any such securities.
The following percentages are based
on a denominator which is the sum of: (i) 258,823,962 Ordinary Shares outstanding, which is the total number of Ordinary Shares
outstanding as disclosed in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission
on May 28, 2020, (ii) certain or all of the 2,973,420 Ordinary Shares (represented by 198,228 ADSs) underlying the Series A Warrants,
as applicable, and (iii) certain or all of the 2,973,420 Ordinary Shares (represented by 198,228 ADSs) underlying the Series B
Warrants, as applicable.
As of the close of business on June
1, 2020, (i) BVF beneficially owned approximately 5.3% of the outstanding Ordinary Shares, (ii) BVF2 beneficially owned approximately
4.0% of the outstanding Ordinary Shares, (iii) Trading Fund OS beneficially owned approximately 1.0% of the outstanding Ordinary
Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.3% of the outstanding Ordinary Shares, (v) BVF2 GP may be
deemed to beneficially own approximately 4.0% of the outstanding Ordinary Shares, (vi) Partners OS may be deemed to beneficially
own approximately 1.0% of the outstanding Ordinary Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.3% of
the outstanding Ordinary Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately
11.8% of the outstanding Ordinary Shares (approximately 1.6% of the outstanding Ordinary Shares are held in the Partners Managed
Accounts).
|
(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 Ordinary Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc.
and Mr. Lampert share voting and dispositive power over the Ordinary Shares beneficially owned by BVF2. Partners, BVF Inc. and
Mr. Lampert share voting and dispositive power over the Ordinary Shares beneficially owned by Trading Fund OS and the Partners
Managed Accounts.
|
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 the Schedule
13G filed with the Securities and Exchange Commission on February 14, 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: June 1, 2020
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 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 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 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
|
|
|
|