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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|
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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
|
|
EACH
|
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|
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REPORTING
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1,108,474
(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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1,108,474
(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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1,108,474
(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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7.4%
(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 772,006 shares
of Common Stock currently issuable upon conversion of 772,006 shares of Series 1 Preferred (defined in Item 4). Excludes 565,994
shares of Common Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership
Limitation (defined in Item 4). As of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate
conversion of Series 1 Preferred by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the
Series 1 Preferred owned by the Reporting Persons in the aggregate.
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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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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
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
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OWNED BY
|
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6
|
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SHARED VOTING POWER
|
|
EACH
|
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REPORTING
|
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216,694
(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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216,694
(1)
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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216,694
(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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1.5%
(1)
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12
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TYPE OF REPORTING PERSON
|
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PN
|
|
(1)
Excludes 861,000 shares
of Common Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation.
As of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1
Preferred by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned
by the Reporting Persons in the aggregate.
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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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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
|
|
|
|
|
|
BENEFICIALLY
|
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|
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0 shares
|
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OWNED BY
|
|
6
|
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SHARED VOTING POWER
|
|
EACH
|
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REPORTING
|
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|
59,464
(1)
|
|
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
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
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|
|
|
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|
59,464
(1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
59,464
(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)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1)
Excludes 238,000 shares
of Common Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation.
As of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1
Preferred by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned
by the Reporting Persons in the aggregate.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
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|
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|
|
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
|
|
|
|
|
59,464
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
59,464
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
59,464
(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)
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1)
Excludes 238,000 shares
of Common Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation.
As of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1
Preferred by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned
by the Reporting Persons in the aggregate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
1,492,836
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(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 772,006 shares
of Common Stock currently issuable upon conversion of 772,006 shares of Series 1 Preferred. Excludes 2,095,994 shares of Common
Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation. As
of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred
by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned by the
Reporting Persons in the aggregate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
1,492,836
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(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 772,006 shares
of Common Stock currently issuable upon conversion of 772,006 shares of Series 1 Preferred. Excludes 2,095,994 shares of Common
Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation. As
of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred
by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned by the
Reporting Persons in the aggregate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
1,492,836
(1)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(1)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,492,836
(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 772,006 shares
of Common Stock currently issuable upon conversion of 772,006 shares of Series 1 Preferred. Excludes 2,095,994 shares of Common
Stock underlying certain shares of Series 1 Preferred currently not convertible due to the Beneficial Ownership Limitation. As
of the close of business on March 29, 2018, the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred
by the Reporting Persons to 772,006 out of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned by the
Reporting Persons in the aggregate.
|
Item 1(a).
|
Name of Issuer:
|
Xenon Pharmaceuticals Inc., incorporated in 1996 under the
British Columbia Business Corporations Act and continued federally in 2000 under the Canada Business Corporation Act (the “Issuer”).
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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200-3650 Gilmore Way
Burnaby, British Columbia
Canada V5G 4W8
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30
th
Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30
th
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 Partners L.P. (“Partners”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30
th
Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30
th
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.”
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Item 2(d).
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Title of Class of Securities:
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Common Shares,
no par value per share (the “Common Stock”)
98420N105
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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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: ____
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(a)
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Amount beneficially owned:
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The Reporting Persons hold 2,868,000
shares of Series 1 Preferred Shares, (the “Series 1 Preferred”) convertible for an aggregate of 2,868,000 shares of
Common Stock. Each share of Series 1 Preferred is convertible into one share of Common Stock. The Series 1 Preferred may not be
converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934 (the “Exchange Act”), in excess of 9.99% of the number of shares of Common Stock
then issued and outstanding (the “Beneficial Ownership Limitation”). As of the close of business on March 29, 2018,
the Beneficial Ownership Limitation limits the aggregate conversion of Series 1 Preferred by the Reporting Persons to 772,006 out
of the 2,868,000 shares of Common Stock underlying the Series 1 Preferred owned by the Reporting Persons in the aggregate. In providing
beneficial ownership described herein, the Reporting Persons have assumed that 772,006 shares of Series 1 Preferred owned by BVF
would be converted and the remaining 565,994 shares of Series 1 Preferred owned by BVF, the 861,000 shares of Series 1 Preferred
owned by BVF2, the 238,000 shares of Series 1 Preferred
owned by Trading Fund OS and the
431,000 shares of Series 1 Preferred held in certain of the Partners managed accounts
(the “Partners Managed Accounts”)
would not be converted, thereby bringing the Reporting Persons to the
Beneficial Ownership
Limitation.
As of the close of business on March
29, 2018 (i) BVF beneficially owned 1,108,474 shares of Common Stock, (ii) BVF2 beneficially owned 216,694 shares of Common Stock,
and (iii) Trading Fund OS beneficially owned 59,464 shares of Common Stock.
Partners OS as the general partner
of Trading Fund OS may be deemed to beneficially own the 59,464 shares of Common Stock beneficially owned by Trading Fund OS.
Partners, as the general partner of
BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the
1,492,836 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts,
including 108,204 shares of Common Stock held in the Partners Managed Accounts.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 1,492,836 shares of Common Stock beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 1,492,836 shares of Common Stock beneficially owned by BVF Inc.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS.
Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF,
BVF2, Trading Fund OS, and 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 that is the sum of: (i) 14,171,301 shares of Common Stock outstanding, as of March 27, 2018, as disclosed in the
Issuer’s Current Report filed on Form 8-K with the Securities and Exchange Commission on March 28, 2018 and (ii) 772,006
shares of Common Stock that may be acquired upon the conversion of certain shares of Series 1 Preferred owned by the Reporting
Persons.
As of the close of business on March
29, 2018 (i) BVF beneficially owned approximately 7.4% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 1.5% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding
shares of Common Stock (iv) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock,
and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding shares
of Common Stock (less than 1% of which is held in the Partners Managed Accounts).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Partners, BVF Inc. and Mr. Lampert
share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners
Managed Accounts.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to Amendment No. 1
to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 16, 2016.
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Item 9.
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Notice of Dissolution of Group.
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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: March 29, 2018
BIOTECHNOLOGY VALUE FUND, L.P.
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BVF INC.
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By:
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BVF Partners L.P., its general partner
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By:
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/s/ Mark N. Lampert
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By:
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BVF Inc., its general partner
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Mark N. Lampert
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President
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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/s/ Mark N. Lampert
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MARK N. LAMPERT
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BIOTECHNOLOGY VALUE FUND II, L.P.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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BVF PARTNERS L.P.
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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BVF PARTNERS OS LTD.
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By:
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BVF Partners L.P., its sole member
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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Biotechnology Value Trading Fund OS LP
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By:
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BVF Partners L.P., its investment manager
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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