CUSIP No. 05454B105
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 is hereby amended to include the following:
The
information set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 is hereby amended and restated as follows:
The Reporting
Persons acquired the shares of Common Stock set forth in Item 5 and hold their shares of Common Stock for investment purposes. Subject to a number of factors, including market conditions and their general investment and trading policies, the
Reporting Persons may, in the ordinary course of their business, dispose of the shares of Common Stock that they beneficially own. These dispositions may occur in open market transactions, privately negotiated transactions or through other methods.
Additionally, the Flagship Funds may distribute the shares of Common Stock that they directly hold to their respective limited partners.
David R.
Epstein, who is an Executive Partner at Flagship Pioneering Inc., an affiliate of the Reporting Persons, is Chairman of the board of directors of the Issuer.
The Reporting Persons, either directly or indirectly through Mr. Epstein, may engage in discussions from time to time with the Issuers board of
directors, the Issuers management or the Issuers other stockholders. These discussions may be with respect to (i) acquiring or disposing shares of Common Stock or other securities of the Issuer (collectively, the Securities);
(ii) maintaining or changing the Issuers business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of
Item 4 of Schedule 13D. Additionally, the Reporting Persons may acquire additional Securities through open market transactions, privately negotiated transactions or other methods.
The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.
On May 18, 2020, Flagship Fund IV, Flagship Fund IV-Rx and Flagship Opportunities I purchased an additional 1,520,000 shares, 380,000 shares and 1,900,000
shares, respectively, of the Issuers Common Stock in an underwritten public offering (the May 2020 Public Offering) at the price per share of $4.75.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5(a)-(c) is hereby amended and restated as follows:
(a)-(b)
The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 35,838,816 outstanding shares of Common Stock immediately following the Issuers
public offering, as reported by the Issuer in the final prospectus relating to the May 2020 Public Offering filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on May 14, 2020 (after
full exercise of the underwriters option to purchase additional shares).
VentureLabs IV, Flagship Fund IV and Flagship Fund IV-Rx directly hold 2,035,830 shares, 4,808,780 shares and 1,056,752 shares of Common Stock, respectively. Flagship Fund IV, as the manager of VentureLabs IV, may be deemed to beneficially own the shares directly
held by VentureLabs IV. Flagship Fund IV GP, as the general partner of the Flagship Fund IV Funds, may be deemed to beneficially own the shares directly held by the Flagship Fund IV Funds.
Flagship Fund 2007 directly holds 1,761,029 shares of Common Stock. Flagship Fund 2007 GP, as the general partner of Flagship Fund 2007, may be deemed to
beneficially own the shares directly held by Flagship Fund 2007.
Flagship Opportunities I directly holds 2,886,023 shares of Common Stock. Flagship
Opportunities GP, as the general partner of Flagship Opportunities I, may be deemed to beneficially own the shares directly held by Flagship Opportunities I.
Dr. Afeyan, as the sole manager of Flagship Fund IV GP, Flagship Fund 2007 GP and Flagship Opportunities GP, may be deemed to beneficially own the shares
directly held by the Flagship IV Funds, Flagship Fund 2007 and Flagship Opportunities I.
(c) On May 18, 2019, Flagship Fund IV, Flagship Fund IV-Rx and Flagship Opportunities I purchased an additional 1,520,000 shares, 380,000 shares and 1,900,000 shares, respectively, of the Issuers Common Stock in connection with the Issuers May 2020 Public
Offering. The purchase price was $4.75 per share.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 Joint Filing Agreement (filed herewith).