(Amendment No. 6)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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2,040,124 (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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2,040,124 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,040,124 (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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18.5% (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 2,313,000 Shares underlying certain
Series X Convertible Preferred Stock as described below in Item 5.
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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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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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- 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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2,040,124 (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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2,040,124 (1)
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,040,124 (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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18.5% (1)
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14
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TYPE OF REPORTING PERSON
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OO
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(1) Excludes 2,313,000 Shares underlying certain
Series X Convertible Preferred Stock as described below in Item 5.
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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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1,750,704 (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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1,750,704 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,750,704 (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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15.9% (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 1,506,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
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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
|
(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
|
|
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
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
- 0 -
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
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|
1,750,704 (1)
|
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PERSON WITH
|
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9
|
|
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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|
|
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|
1,750,704 (1)
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,750,704 (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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|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
|
|
|
|
|
15.9% (1)
|
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|
14
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
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|
OO
|
|
(1) Excludes 1,506,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
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1
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NAME OF REPORTING PERSON
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BIOTECHNOLOGY VALUE TRADING FUND OS, 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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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
|
|
8
|
|
SHARED VOTING POWER
|
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EACH
|
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|
|
|
|
REPORTING
|
|
|
|
|
159,537 (1)
|
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PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
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|
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|
- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
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|
159,537 (1)
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
159,537 (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)
|
|
|
|
|
|
|
|
|
|
|
1.5% (1)
|
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|
14
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Excludes 412,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
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|
|
|
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
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|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
CAYMAN ISLANDS
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
159,537 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
159,537 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
159,537 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.5% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 412,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,790,828 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,790,828 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,790,828 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
34.4% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Excludes 3,819,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF PARTNERS L.P.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,182,243 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
38.0% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Excludes 5,003,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
BVF INC.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,182,243 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
38.0% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Excludes 5,003,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MARK N. LAMPERT
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,182,243 (1)
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,182,243 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
38.0% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Excludes 5,003,000 Shares underlying Series
X Convertible Preferred Stock as described below in Item 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
MATTHEW D. PERRY
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
43,316 (1)
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
43,316 (1)
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
43,316 (1)
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1% (1)
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Includes 31,517 Shares issuable on the exercise
of certain options that are exercisable within sixty days hereof.
The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (the “Amendment No. 6”). This Amendment No. 6 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 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 2,040,124 Shares owned directly by BVF is approximately $25,787,051, including brokerage commissions. The aggregate
purchase price of the 1,750,704 Shares owned directly by BVF2 is approximately $22,746,806, including brokerage commissions. The
aggregate purchase price of the 159,537 Shares owned directly by Trading Fund OS is approximately $1,324,498, including brokerage
commissions. The aggregate purchase price of the 231,878 Shares held in the Partners Managed Accounts is approximately $1,005,667,
including brokerage commissions.
The aggregate purchase
price of the 2,313 shares of Series X Convertible Preferred Stock, par value $0.05 per share (the “Series X Preferred Stock”)
owned directly by BVF is approximately $9,321,390, including brokerage commissions. The aggregate purchase price of the 1,506
shares of Series X Preferred Stock owned directly by BVF2 is approximately $6,069,180, including brokerage commissions. The aggregate
purchase price of the 412 shares of Series X Preferred Stock owned directly by Trading Fund OS is approximately $1,660,360, including
brokerage commissions. The aggregate purchase price of the 772 shares of Series X Preferred Stock held in the Partners Managed
Accounts is approximately $3,111,160, including brokerage commissions.
The Shares beneficially
owned by Mr. Perry were awarded by the Issuer in connection with his service as a director.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are hereby amended and
restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 11,018,143
Shares outstanding as of August 3, 2020, which is the total number of Shares outstanding as reported in the Issuer’s quarterly
report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2020 and (ii) with respect to Mr. Perry, 31,517
Shares issuable on the exercise of certain options.
As of the date hereof,
the Reporting Persons hold 5,003 shares of Series X Preferred Stock, convertible into an aggregate of 5,003,000 Shares. Each share
of Series X Preferred Stock is convertible into 1,000 Shares. The Series X Preferred Stock 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, as amended (the “Exchange Act”), more than 19.99% of the Shares outstanding immediately after giving effect
to such conversion (the “Series X Beneficial Ownership Limitation”). As of the date hereof, the Series X Beneficial
Ownership Limitation, limits the aggregate conversion of the Series X Preferred Stock by the Reporting Persons to zero out of the
5,003,000 Shares underlying the Series X Preferred Stock.
As of the date hereof,
(i) BVF beneficially owned 2,040,124 Shares, excluding 2,313,000 Shares issuable upon the conversion of certain Series X Preferred
Stock, representing percentage ownership of approximately 18.5% of the Shares outstanding, (ii) BVF2 beneficially owned 1,750,704
Shares, excluding 1,506,000 Shares issuable upon the conversion of certain Series X Preferred Stock, representing percentage ownership
of approximately 15.9% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 159,537 Shares, excluding 412,000 Shares
issuable upon the conversion of certain Series X Preferred Stock, representing percentage ownership of approximately 1.5% of the
Shares outstanding, and (iv) 231,878 Shares were held in the Partners Managed Accounts, excluding 772,000 Shares issuable upon
the conversion of certain Series X Preferred Stock, representing percentage ownership of approximately 2.1% of the Shares outstanding.
BVF GP, as the general
partner of BVF, may be deemed to beneficially own the 2,040,124 Shares beneficially owned by BVF, representing percentage ownership
of approximately 18.5% of the Shares outstanding.
BVF2 GP, as the general
partner of BVF2, may be deemed to beneficially own the 1,750,704 Shares beneficially owned by BVF2, representing percentage ownership
of approximately 15.9% of the Shares outstanding.
Partners OS, as the
general partner of Trading Fund OS, may be deemed to beneficially own the 159,537 Shares beneficially owned by Trading Fund OS,
representing percentage ownership of approximately 1.5% of the Shares outstanding.
BVF GPH, as the sole
member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,790,828 Shares beneficially owned in the aggregate
by BVF and BVF2, representing percentage ownership of approximately 34.4% of the Shares outstanding.
Partners, as the investment
manager of BVF, BVF2, Trading Fund OS and the Partners Managed Accounts and the sole member of Partners OS, may be deemed to beneficially
own the 4,182,243 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Accounts,
representing percentage ownership of approximately 38.0% of the Shares outstanding.
BVF Inc., as the
general partner of Partners, may be deemed to beneficially own the 4,182,243 Shares beneficially owned by Partners, representing
percentage ownership of approximately 38.0% of the Shares outstanding.
Mr. Lampert, as a
director and officer of BVF Inc. may be deemed to beneficially own the 4,182,243 Shares beneficially owned by BVF Inc., representing
percentage ownership of approximately 38.0% of the Shares outstanding.
As of the date hereof,
Mr. Perry beneficially owned 43,316 Shares, including 31,517 Shares issuable on the exercise of certain options that are exercisable
within sixty days hereof, representing percentage ownership of less than 1%.
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting
and dispositive power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive
power over the Shares each such entity beneficially owns. Trading Fund OS shares with Partners OS voting and dispositive power
over the Shares beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over
the 4,182,243 Shares they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF
GPH and the Partners Managed Accounts.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No.
5 to the Schedule 13D. All of such transactions were effected in the open market.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 23, 2020
BIOTECHNOLOGY VALUE FUND, L.P.
|
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
|
|
|
|
By:
|
BVF I GP LLC., its general partner
|
|
By:
|
BVF Partners L.P., its investment manager
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF I GP LLC
|
|
|
|
|
|
|
BVF GP HOLDINGS LLC
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P.
|
|
|
|
|
|
BVF PARTNERS L.P.
|
By:
|
BVF II GP LLC, its general partner
|
|
|
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF II GP LLC
|
|
|
|
|
|
|
BVF INC.
|
By:
|
/s/ Mark N. Lampert
|
|
|
|
Mark N. Lampert
|
|
By:
|
/s/ Mark N. Lampert
|
|
Chief Executive Officer
|
|
|
Mark N. Lampert
|
|
|
|
|
President
|
|
|
|
|
|
BVF PARTNERS OS LTD.
|
|
|
|
|
|
|
/s/ Mark N. Lampert
|
By:
|
BVF Partners L.P., its sole member
|
|
MARK N. LAMPERT
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Mark N. Lampert
|
|
/s/ Matthew D. Perry
|
|
Mark N. Lampert
|
|
MATTHEW D. PERRY
|
|
President
|
|
|
|
SCHEDULE A
Transactions in the Securities of the Issuer
Since the Filing of Amendment No. 5 to the Schedule 13D
Class of
Security
|
Securities Purchased/(Sold)
|
Price ($)
|
Date of
Transaction
|
BIOTECHNOLOGY
VALUE FUND, L.P.
Common Stock
|
12,259
|
18.3851
|
09/21/2020
|
Common Stock
|
6,960
|
18.4457
|
09/22/2020
|
Common Stock
|
9,888
|
18.1998
|
09/23/2020
|
BIOTECHNOLOGY
VALUE FUND II, L.P.
Common Stock
|
10,069
|
18.3851
|
09/21/2020
|
Common Stock
|
4,991
|
18.4457
|
09/22/2020
|
Common Stock
|
7,201
|
18.1998
|
09/23/2020
|