(Amendment No. 5)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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3,055,474 (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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3,055,474 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,055,474 (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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6.7% (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 1,481,634 Shares (defined in Item 2(d))
underlying certain Warrants (defined in Item 4) owned by Biotechnology Value Fund, L.P.
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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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3,055,474 (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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3,055,474 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,055,474 (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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6.7% (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 1,481,634 Shares underlying certain Warrants
owned by Biotechnology Value Fund, L.P.
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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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1,260,759 (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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1,260,759 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,260,759 (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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2.9% (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 232,147 Shares underlying certain Warrants
beneficially owned by Biotechnology Value Fund II, L.P. Excludes 1,002,883 Shares underlying certain Warrants that are not exercisable
due to the Beneficial Ownership Limitation (defined in Item 4), which provides that the Warrants may not be exercised if, after such exercise,
the Reporting Persons would beneficially own more than 9.99% of the Shares outstanding.
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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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1,260,759 (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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1,260,759 (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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1,260,759 (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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2.9% (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 232,147 Shares underlying certain Warrants
owned by Biotechnology Value Fund II, L.P. Excludes 1,002,883 Shares underlying certain Warrants that are not exercisable due to the Beneficial
Ownership Limitation, which provides that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially
own more than 9.99% of the Shares outstanding.
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Trading Fund OS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
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(b) ☐
|
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|
|
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|
3
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SEC USE ONLY
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4
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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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|
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|
BENEFICIALLY
|
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|
0 shares
|
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OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
147,296 (1)
|
|
PERSON WITH
|
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7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
0 shares
|
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|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
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|
147,296 (1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
147,296 (1)
|
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|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
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|
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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
|
|
(1) Excludes 203,336 Shares underlying certain Warrants
that are not exercisable due to the Beneficial Ownership Limitation, which provides that the Warrants may not be exercised if, after such
exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares outstanding.
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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
|
(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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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
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
147,296 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
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|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
147,296 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
147,296 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
Less than 1% (1)
|
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|
12
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TYPE OF REPORTING PERSON
|
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|
|
|
|
|
|
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|
|
CO
|
|
(1) Excludes 203,336 Shares underlying certain Warrants
that are not exercisable due to the Beneficial Ownership Limitation, which provides that the Warrants may not be exercised if, after such
exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares outstanding.
|
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|
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|
1
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NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,316,223 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,316,223 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,316,223 (1)
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
9.4% (1)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Includes 1,481,634 Shares underlying certain Warrants
owned by Biotechnology Value Fund, L.P. and 232,147 Shares underlying certain Warrants owned by Biotechnology Value Fund II, L.P. Excludes
1,002,883 Shares underlying certain Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that
the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares
outstanding.
|
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|
|
|
|
|
|
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|
1
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|
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
|
|
|
|
|
4,565,242 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (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 1,481,634 Shares underlying certain Warrants
owned by Biotechnology Value Fund, L.P. and 232,147 Shares underlying certain Warrants owned by Biotechnology Value Fund II, L.P. Excludes
1,206,219 Shares underlying certain Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that
the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares
outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,565,242 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (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 1,481,634 Shares underlying certain Warrants
owned by Biotechnology Value Fund, L.P. and 232,147 Shares underlying certain Warrants owned by Biotechnology Value Fund II, L.P. Excludes
1,206,219 Shares underlying certain Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that
the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares
outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
4,565,242 (1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,565,242 (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 1,481,634 Shares underlying certain Warrants
owned by Biotechnology Value Fund, L.P. and 232,147 Shares underlying certain Warrants owned by Biotechnology Value Fund II, L.P. Excludes
1,206,219 Shares underlying certain Warrants that are not exercisable due to the Beneficial Ownership Limitation, which provides that
the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the Shares
outstanding.
|
Item 1(a).
|
Name of Issuer:
|
ESSA Pharma Inc., a Canada corporation (the “Issuer”).
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
Suite 720, 999 West Broadway
Vancouver, British Columbia,
Canada, V5Z 1K5
|
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 Shares, without par value (the “Shares”)
29668H708
|
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,
2021, the Reporting Persons hold 2,920,000 warrants, exercisable for an aggregate of 2,920,000 Shares (the “Warrants”). Each
Warrant entitles the holder thereof to acquire, for a nominal exercise price of $0.0001, one Share. The Warrants are only exercisable
to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would not beneficially own
more than 9.99% of the outstanding Shares after giving effect to such exercise, as such percentage ownership is determined in accordance
with the terms of the Warrants (the “Beneficial Ownership Limitation”). As of the close of business on December 31, 2021,
the Beneficial Ownership Limitation limited the aggregate exercise of the Warrants by the Reporting Persons to 1,713,781 out of the 2,920,000
Shares underlying the Warrants owned by the Reporting Persons in the aggregate. BVF holds Warrants to purchase 1,481,634 additional Shares.
BVF2 holds Warrants to purchase 1,235,030 additional Shares, 1,002,883 of which are excluded herein as a result of the Beneficial Ownership
Limitation. Trading Fund OS holds Warrants to purchase 203,336 additional Shares which are excluded herein as a result of the Beneficial
Ownership Limitation.
As of the close of business on December 31,
2021 (i) BVF beneficially owned 3,055,474 Shares, including 1,481,634 Shares underlying certain Warrants, (ii) BVF2 beneficially owned
1,260,759 Shares, including 232,147 Shares underlying certain Warrants and (iii) Trading Fund OS beneficially owned 147,296 Shares.
BVF GP, as the general partner of BVF, may
be deemed to beneficially own the 3,055,474 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may
be deemed to beneficially own the 1,260,759 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading
Fund OS, may be deemed to beneficially own the 147,296 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 4,316,233 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 4,565,242 Shares beneficially owned
in the aggregate by BVF, BVF2 and Trading Fund OS, including 101,713 Shares held through a certain Partners managed account (the “Partners
Managed Account”).
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 4,565,242 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of
BVF Inc., may be deemed to beneficially own the 4,565,242 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 Shares owned by another Reporting Person. BVF GP disclaims
beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned
by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial
ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership
of the Shares beneficially owned by BVF, BVF2 and 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 of Shares reported
owned by each person named herein are based on a denominator that is the sum of: (i) 43,984,346 Shares outstanding as of November 18,
2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on November 18, 2021 and (ii) certain of the 1,713,781 Shares underlying the Warrants currently exercisable that
are held by the Reporting Persons, as applicable.
As of the close of business on December 31,
2021 (i) BVF beneficially owned approximately 6.7% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.9% of the outstanding
Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own
approximately 6.7% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.9% of the outstanding Shares,
(vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially
own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares 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 beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share
voting and dispositive power of the Shares beneficially owned by and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive
power over the Shares beneficially owned by Trading Fund OS and held in 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 the Schedule 13G filed
by the Reporting Persons 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: February 14, 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
|
|
|
|
Mark N. Lampert
|
|
|
|
President
|
|
|
|