(Amendment No. 2)1
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 |
(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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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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2,195,696 |
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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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2,195,696 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,195,696 |
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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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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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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 |
(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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2,195,696 |
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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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2,195,696 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,195,696 |
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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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4.3% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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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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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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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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1,627,928 |
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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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1,627,928 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,627,928 |
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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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3.2% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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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 |
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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 |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,627,928 |
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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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1,627,928 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,627,928 |
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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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3.2% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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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 |
(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 |
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|
230,637 |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
|
SHARED DISPOSITIVE POWER |
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|
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|
230,637 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
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|
|
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|
230,637 |
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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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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF PARTNERS OS LTD. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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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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CAYMAN ISLANDS |
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NUMBER OF |
|
7 |
|
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 |
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|
230,637 |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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|
10 |
|
SHARED DISPOSITIVE POWER |
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|
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|
|
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|
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|
230,637 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
230,637 |
|
|
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) |
|
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|
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|
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|
Less than 1% |
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|
14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
|
NAME OF REPORTING PERSON |
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|
BVF GP HOLDINGS LLC |
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2 |
|
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 |
|
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) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
3,823,624 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,823,624 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,823,624 |
|
|
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) |
|
|
|
|
|
|
|
|
|
|
7.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
OO |
|
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1 |
|
NAME OF REPORTING PERSON |
|
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|
|
BVF PARTNERS L.P. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
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|
3 |
|
SEC USE ONLY |
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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) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
4,138,758 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN, IA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
4,138,758 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
4,138,758 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,138,758 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
8.0% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Gorjan Hrustanovic |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
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 |
|
|
|
|
45,700 (1) |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
45,700 (1) |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
45,700 (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% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IN |
|
(1) Excludes shares of Common Stock underlying certain
call options which will not vest within sixty days hereof.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 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 beneficially owned
by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account 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 2,195,696 Shares beneficially owned by BVF is approximately $47,423,311, including brokerage commissions. The aggregate purchase
price of the 1,627,928 Shares beneficially owned by BVF2 is approximately $34,561,775, including brokerage commissions. The aggregate
purchase price of the 230,637 Shares beneficially owned by Trading Fund OS is approximately $4,186,706, including brokerage commissions.
The aggregate purchase price of the 84,497 Shares held in the Partners Managed Account is approximately $1,390,356, including brokerage
commissions.
Call options
referencing 40,127 Shares and 20,063 Shares, 45,700 Shares of which Mr. Hrustanovic may be deemed to beneficially own, were awarded to him
on August 20, 2020 and June 16, 2021, respectively, for no consideration in connection with his service on the Board. Pursuant to a
certain agreement entered into between Partners and Mr. Hrustanovic, Mr. Hrustanovic is obligated to transfer the economic benefit,
if any, received upon the sale of the Shares issuable upon exercise of the above referenced call options to Partners.
| 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 51,724,179 Shares outstanding, which is the expected
total number of Shares outstanding as of April 29, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on May 3, 2022. With respect to Mr. Hrustanovic, the aggregate percentage of Shares reported owned
is based on a denominator that is the sum of (i) 51,724,179 Shares outstanding and (ii) 45,700 Shares issuable upon the exercise of certain
options.
As of the date hereof, (i)
BVF beneficially owned 2,195,696 Shares, representing percentage ownership of approximately 4.3% of the Shares outstanding, (ii) BVF2
beneficially owned 1,627,928 Shares, representing percentage ownership of approximately 3.2% of the Shares outstanding, (iii) Trading
Fund OS beneficially owned 230,637 Shares, representing percentage ownership of less than 1% of the Shares outstanding, and (iv) 84,497
Shares were held in the Partners Managed Account, representing percentage ownership of less than 1% of the Shares outstanding.
BVF GP, as the general partner
of BVF, may be deemed to beneficially own the 2,195,696 Shares beneficially owned by BVF, representing percentage ownership of approximately
4.3% of the Shares outstanding.
BVF2 GP, as the general partner
of BVF2, may be deemed to beneficially own the 1,627,928 Shares beneficially owned by BVF2, representing percentage ownership of approximately
3.2% of the Shares outstanding.
Partners OS, as the general
partner of Trading Fund OS, may be deemed to beneficially own the 230,637 Shares beneficially owned by Trading Fund OS, representing percentage
ownership of less than 1% 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 3,823,624 Shares beneficially owned in the aggregate by BVF and BVF2,
representing percentage ownership of approximately 7.4% of the Shares outstanding.
Partners, as the investment manager
of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,138,758 Shares beneficially
owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, representing approximately 8.0% of the
Shares outstanding.
BVF Inc., as the general
partner of Partners, may be deemed to beneficially own the 4,138,758 Shares beneficially owned by Partners, representing percentage ownership
of approximately 8.0% of the Shares outstanding.
Mr. Lampert, as a director
and officer of BVF Inc. may be deemed to beneficially own the 4,138,758 Shares beneficially owned by BVF Inc., representing percentage
ownership of approximately 8.0% of the Shares outstanding.
As of the date hereof, Mr.
Hrustanovic beneficially owned 45,700 Shares underlying certain call options which have vested or will vest within 60 days hereof, representing
percentage ownership of less than 1% 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.
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 4,138,758 Shares they may be
deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF GPH and held in the Partners Managed Account.
(c) The
transactions in the Shares on behalf of the Reporting Persons are set forth in Schedule A and are incorporated herein by reference.
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: June 1, 2022
BIOTECHNOLOGY VALUE FUND, L.P. |
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP |
|
|
|
|
By: |
BVF I GP LLC., its general partner |
|
By: |
BVF Partners L.P., its investment manager |
|
|
|
By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
|
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF I GP LLC |
|
|
|
|
|
|
BVF GP HOLDINGS LLC |
By: |
/s/ Mark N. Lampert |
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
BIOTECHNOLOGY VALUE FUND II, L.P. |
|
|
|
|
|
BVF PARTNERS L.P. |
By: |
BVF II GP LLC, its general partner |
|
|
|
|
|
By: |
BVF Inc., its general partner |
By: |
/s/ Mark N. Lampert |
|
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF II GP LLC |
|
|
|
|
|
|
BVF INC. |
By: |
/s/ Mark N. Lampert |
|
|
|
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
|
Chief Executive Officer |
|
|
Mark N. Lampert |
|
|
|
|
President |
|
|
|
|
|
BVF PARTNERS OS LTD. |
|
|
|
|
|
|
/s/ Mark N. Lampert |
By: |
BVF Partners L.P., its sole member |
|
MARK N. LAMPERT |
By: |
BVF Inc., its general partner |
|
|
|
|
|
|
|
By: |
/s/ Mark N. Lampert |
|
/s/ Gorjan Hrustanovic |
|
Mark N. Lampert |
|
GORJAN HRUSTANOVIC |
|
President |
|
|
|
SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
DURING THE PAST 60 DAYS
Shares of Common Stock
Purchased |
Price Per
Share($) |
Date of
Purchase/Sale |
BIOTECHNOLOGY VALUE FUND, L.P
75,495 |
19.5991 |
05/05/2022 |
55,210 |
19.2550 |
05/06/2022 |
5,883 |
13.9994 |
05/20/2022 |
123,043 |
14.2106 |
05/26/2022 |
35,793 |
14.7828 |
05/27/2022 |
BIOTECHNOLOGY VALUE FUND II, L.P
70,439 |
19.5991 |
05/05/2022 |
40,659 |
19.2550 |
05/06/2022 |
4,180 |
13.9994 |
05/20/2022 |
90,372 |
14.2106 |
05/26/2022 |
26,353 |
14.7828 |
05/27/2022 |
BIOTECHNOLOGY VALUE TRADING FUND OS LP
4,066 |
19.5991 |
05/05/2022 |
4,131 |
19.2550 |
05/06/2022 |
37 |
13.9994 |
05/20/2022 |
10,642 |
14.2106 |
05/26/2022 |
3,223 |
14.7828 |
05/27/2022 |
BVF PARTNERS L.P.
(through the Partners Managed Account)
1,843 |
14.2106 |
05/26/2022 |
731 |
14.7828 |
05/27/2022 |