(Amendment No. 1)
1
ADAM W. FINERMAN, ESQ.
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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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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798,415(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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798,415(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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798,415(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%(1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Excludes 3,135,724 Shares underlying the
Warrants (as defined herein) that are not exercisable due to the Beneficial Ownership Limitation (as defined herein), 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 outstanding Shares.
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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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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,333,769(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,333,769(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,333,769(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%(1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Excludes 1,757,943 Shares underlying the
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 outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE TRADING FUND OS LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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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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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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106,239(1)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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106,239(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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106,239(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1% (1)
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14
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TYPE OF REPORTING PERSON
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PN
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(1) Excludes 615,779 Shares underlying the
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 outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BVF PARTNERS OS LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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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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7
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SOLE VOTING POWER
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SHARES
|
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BENEFICIALLY
|
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
REPORTING
|
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|
106,239(1)
|
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
|
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|
|
|
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|
|
|
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106,239(1)
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
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106,239(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
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|
|
|
|
|
Less than 1% (1)
|
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|
14
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TYPE OF REPORTING PERSON
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|
CO
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|
(1) Excludes 615,779 Shares underlying the
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 outstanding Shares.
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1
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NAME OF REPORTING PERSON
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BVF PARTNERS L.P.
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2
|
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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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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
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SOLE VOTING POWER
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SHARES
|
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|
BENEFICIALLY
|
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|
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- 0 -
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
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REPORTING
|
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2,279,059(1)
|
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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|
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- 0 -
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
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|
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|
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|
2,279,059(1)
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,279,059(1)
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
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9.99%(1)
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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PN, IA
|
|
(1) Excludes 6,241,074 Shares underlying the 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 outstanding Shares.
|
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1
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NAME OF REPORTING PERSON
|
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|
BVF INC.
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
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|
(b) ☐
|
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|
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|
3
|
|
SEC USE ONLY
|
|
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|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,279,059(1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,279,059(1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,279,059(1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.99%(1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 6,241,074 Shares underlying the
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 outstanding Shares.
|
|
|
|
|
|
|
|
|
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|
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
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
2,279,059(1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,279,059(1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,279,059(1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
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|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
9.99%(1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
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IN
|
|
(1) Excludes 6,241,074 Shares underlying the
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 outstanding Shares.
The following constitutes Amendment No.
1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as
specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares and certain
warrants exercisable into Shares (the “Warrants”) purchased by BVF, BVF2 and Trading Fund OS were purchased with working
capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open
market purchases, except as otherwise noted. The aggregate purchase price of the 798,415 Shares beneficially owned by BVF is approximately
$1,397,226, including brokerage commissions. The aggregate purchase price of the 1,333,769 Shares beneficially owned by BVF2 is
approximately $2,208,576, including brokerage commissions. The aggregate purchase price of the 106,239 Shares beneficially owned
by Trading Fund OS is approximately $185,918, including brokerage commissions. The aggregate purchase price of the 40,636 Shares
held in the Partners Managed Accounts is approximately $71,113, including brokerage commissions. The aggregate purchase price of
the 3,135,724 Warrants beneficially owned by BVF is approximately $5,456,160, including brokerage commissions. The aggregate purchase
price of the 1,757,943 Warrants beneficially owned by BVF2 is approximately $3,058,821, including brokerage commissions. The aggregate
purchase price of the 615,779 Warrants beneficially owned by Trading Fund OS is approximately $1,071,455, including brokerage commissions.
The aggregate purchase price of the 731,628 Warrants held in the Partners Managed Accounts is approximately $1,273,033, including
brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are
hereby amended and restated to read as follows:
(a) The
following percentages are based on a denominator which is the sum of: (i) 21,820,195 Shares outstanding as of January 31, 2019,
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 March 1, 2019 and (ii) the 993,211 Shares issued by the Issuer pursuant to the exercise of certain Warrants
by the Reporting Persons on March 14, 2019.
As of the close of
business on March 18, 2019, the Reporting Persons hold 6,241,074 Warrants exercisable for an aggregate of 6,241,074 Shares. Such
Warrants have an initial exercise price of $0.01 per Share, subject to adjustment pursuant to the terms of the Warrants. 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 March 18,
2019, the Beneficial Ownership Limitation limits the aggregate exercise of the Warrants by the Reporting Persons to zero out of
the 6,241,074 Shares underlying the Warrants owned by the Reporting Persons in the aggregate. BVF holds Warrants to purchase 3,135,724
additional Shares which are excluded herein as a result of the Beneficial Ownership Limitation. BVF2 holds Warrants to purchase
1,757,943 additional Shares which are excluded herein as a result of the Beneficial Ownership Limitation. BVTOS holds Warrants
to purchase 615,779 additional Shares which are excluded herein as a result of the Beneficial Ownership Limitation. The Partners
Managed Accounts holds Warrants to purchase 731,628 additional Shares which are excluded herein as a result of the Beneficial Ownership
Limitation.
As of the close of
business on March 18, 2019, (i) BVF beneficially owned 798,415 Shares, representing percentage ownership of approximately 3.5%
of the Shares outstanding, (ii) BVF2 beneficially owned 1,333,769 Shares, representing percentage ownership of approximately 5.8%
of the Shares outstanding, (iii) Trading Fund OS beneficially owned 106,239 Shares, representing percentage ownership of less than
1% of the Shares outstanding and (iv) 40,636 Shares were held in the Partners Managed Accounts, representing percentage ownership
of less than 1% of the Shares outstanding.
Partners OS, as the
general partner of Trading Fund OS, may be deemed to beneficially own the 106,239 Shares beneficially owned by Trading Fund OS,
representing percentage ownership of less than 1% of the Shares outstanding.
Partners, as the general
partner of BVF and BVF2, the sole member of Partners OS, and the investment manager of Trading Fund OS and the Partners Managed
Accounts, may be deemed to beneficially own the 2,279,059 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund
OS, and the Partners Managed Accounts, representing percentage ownership of approximately 9.99% of the Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 2,279,059 Shares beneficially owned by Partners, representing percentage
ownership of approximately 9.99% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc. may be deemed to beneficially own the 2,279,059 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 9.99% of the Shares outstanding.
(b) Each
of BVF, BVF2, and Trading Fund OS, shares with Partners 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 2,279,059 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS, Partners OS and the Partners Managed Accounts.
(c) The
transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule A and are incorporated
herein by reference.
SIGNATURES
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: March 18, 2019
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BVF INC.
|
|
|
|
By:
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BVF Partners L.P., its general partner
|
|
By:
|
/s/ Mark N. Lampert
|
By:
|
BVF Inc., its general partner
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
/s/ Mark N. Lampert
|
|
|
|
MARK N. LAMPERT
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
|
|
By:
|
BVF Partners L.P., its general partner
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF PARTNERS L.P.
|
|
|
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
By:
|
BVF Partners L.P., its sole member
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|
|
President
|
|
|
|
|
|
|
|
Biotechnology Value Trading Fund OS LP
|
|
|
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|
|
President
|
|
SCHEDULE A
Transactions in the Shares Since
the Filing of the Schedule 13D
Class
of
Security
|
Securities
Purchased / (Sold)
|
Price
($)
|
Date
of
Purchase / Sale
|
BIOTECHNOLOGY VALUE FUND, L.P.
Common Stock
|
455,065
1
|
0.01
|
03/14/2019
|
BIOTECHNOLOGY VALUE FUND II, L.P.
Common Stock
|
538,146
2
|
0.01
|
03/14/2019
|
1
Represents Shares acquired pursuant to the exercise of 455,065 Warrants.
2
Represents Shares acquired pursuant to the exercise of 538,146 Warrants.