If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
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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CUSIP No. 60468T105
|
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SCHEDULE 13D/A
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Boxer Asset Management Inc.
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bahamas
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
|
8
|
|
SHARED VOTING POWER
2,257,317*
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,257,317*
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,257,317*
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
4.8%**
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
|
*
|
This number includes 491,757 shares of Common Stock that Boxer Capital has the right to acquire pursuant to the
Boxer 2017 Warrant.
|
|
**
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
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CUSIP No. 60468T105
|
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SCHEDULE 13D/A
|
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|
|
|
1
|
|
NAMES OF REPORTING PERSONS
MVA Investors, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
253,338
|
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
253,338
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,338
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.5%*
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
OO
|
|
*
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
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CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Braslyn Ltd.
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bahamas
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
|
8
|
|
SHARED VOTING POWER
6,510,966*
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
6,510,966*
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,510,966*
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
13.9%**
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
|
*
|
This number includes 3,375,000 shares of Common Stock that Braslyn has the right to acquire pursuant to the
Braslyn 2017 Warrant.
|
|
**
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
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CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
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|
|
|
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|
|
1
|
|
NAMES OF REPORTING PERSONS
Aaron I. Davis
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
62,163
|
|
|
8
|
|
SHARED VOTING POWER
253,388
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
62,163
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
253,388
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,551
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.7%*
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
|
*
|
This number includes 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
|
|
**
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
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|
|
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|
CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
|
|
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|
|
|
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|
|
1
|
|
NAMES OF REPORTING PERSONS
Shehan B. Dissanayake
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
203,754
|
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
203,754
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,754
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.4%*
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
|
*
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
|
|
|
|
|
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|
CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Christopher Fuglesang
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
30,518
|
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
30,518
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,518
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
|
*
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
|
|
|
|
|
|
|
|
CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Ivan M. Lieberburg
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
37,241
|
|
|
8
|
|
SHARED VOTING POWER
0
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
37,241
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,241
|
|
12
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
|
*
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
|
|
|
|
|
|
|
|
CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Joe Lewis
|
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions)
(a) ☒ (b) ☐
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (See
Instructions)
WC
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
Kingdom
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
|
|
8
|
|
SHARED VOTING POWER
8,768,283*
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
8,768,283*
|
|
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,768,283*
|
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
18.7%**
|
|
14
|
|
TYPE OF REPORTING PERSON
(See Instructions)
IN
|
|
*
|
This number includes (i) 491,757 shares of Common Stock that Boxer Capital has the right to acquire pursuant to
the Boxer 2017 Warrant and (ii) 3,375,000 shares of Common Stock that Braslyn has the right to acquire pursuant to the Braslyn 2017 Warrant.
|
|
**
|
Based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common
Stock reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
|
|
|
|
|
|
|
|
CUSIP No. 60468T105
|
|
SCHEDULE 13D/A
|
|
|
This Amendment No. 15 (“Amendment No. 15”) amends and supplements the
statement on Schedule 13D filed on November 4, 2013 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”)
and Joe Lewis, as amended by Amendment No. 1 filed on February 2, 2015, Amendment No. 2 filed on September 18, 2015, Amendment No. 3 filed on January 6, 2016 (“Amendment No. 3”), Amendment No. 4
filed on January 15, 2016 (“Amendment No. 4”), Amendment No. 5 filed on March 17, 2016, Amendment No. 6 filed on June 8, 2016, Amendment No. 7 filed on June 24, 2016, Amendment No. 8 filed on
September 28, 2016, Amendment No. 9 filed on January 10, 2017, Amendment No. 10 filed on January 30, 2017, Amendment No. 11 filed on June 27, 2017, Amendment No. 12 filed on November 20, 2017, Amendment
No. 13 filed on May 23, 2019 and Amendment No. 14 filed on July 19, 2019. Amendment No. 3 was an original filing for Braslyn Ltd. (“Braslyn”). Amendment No. 4 was an original filing for Aaron I. Davis, Shehan
B. Dissanayake, Christopher Fuglesang, Rodney W. Lappe, Ivan M. Lieberburg and Neil Reisman. Boxer Capital, Boxer Management, MVA Investors, Braslyn, Joe Lewis, Aaron I. Davis, Shehan B. Dissanayake, Christopher Fuglesang and Ivan M. Lieberburg are
collectively referred to herein as the “Reporting Persons.” The Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 15.
Capitalized terms used and not defined in this Amendment No. 15 have the meanings set forth in the Original Filing, as amended.
This
Amendment No. 15 is being filed due to a change in the organizational structure of MVA Investors that gives Aaron I. Davis voting and dispositive power over the securities held by MVA Investors.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
All percentages are based on 46,796,013 shares of Common Stock outstanding which is the sum of (i) 42,906,145 shares of Common Stock
reported to be outstanding according to the Issuer’s Prospectus Supplement filed with the SEC on January 10, 2020, (ii) 491,757 shares of Common Stock, which Boxer Capital currently has the right to acquire pursuant to the Boxer 2017
Warrant, (iii) 3,375,000 shares of Common Stock, which Braslyn currently has the right to acquire pursuant to the Braslyn 2017 Warrant, and (iv) 23,111 shares of Common Stock subject to options exercisable within the next 60 days.
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 9,355,297 shares of Common Stock, representing 19.99% of the
Issuer’s outstanding Common Stock.
Boxer Capital and Boxer Management beneficially own 2,257,317 shares of Common Stock which
represents 4.8% of the Issuer’s outstanding Common Stock. Braslyn beneficially owns 6,510,966 shares of Common Stock which represents 13.9% of the Issuer’s outstanding Common Stock. Joe Lewis beneficially owns 8,768,283 shares of Common
Stock which represents 18.7% of the Issuer’s outstanding Common Stock. MVA Investors beneficially owns 253,338 shares of Common Stock which represents 0.5% of the Issuer’s outstanding Common Stock. Aaron I. Davis beneficially owns 315,551
shares of Common Stock, which includes 23,111 shares of Common Stock subject to options exercisable within the next 60 days, and represents 0.7% of the Issuer’s outstanding Common Stock. Shehan B. Dissanayake beneficially owns 203,754 shares of
Common Stock which represents 0.4% of the Issuer’s outstanding Common Stock. Christopher Fuglesang beneficially owns 30,518 shares of Common Stock which represents 0.1% of the Issuer’s outstanding Common Stock. Ivan M. Lieberburg
beneficially owns 37,241 shares of Common Stock which represents 0.1% of the Issuer’s outstanding Common Stock.
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CUSIP No. 60468T105
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SCHEDULE 13D/A
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The table below reflects options to purchase shares of Common Stock of the Issuer owned by
Aaron I. Davis that are not currently exercisable within the next 60 days:
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Grant Date
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Number of
Non-Vested
Options
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Vesting Schedule
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12/6/2018
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13,889
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Exercisable in 36 equal monthly installments following the date of grant
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1/3/2020
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3,000
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Exercisable in 12 equal monthly installments following the date of grant
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The 2017 Warrants represent a right for Boxer Capital, MVA Investors and Braslyn to purchase 491,757, 51,047
and 4,590,426 shares of Common Stock, respectively. The 2017 Warrants have been pre-paid at a price of $5.599 per share with an exercise price of $0.001 per share. The 2017 Warrants are only exercisable to the
extent that the holders thereof and their affiliates would beneficially own no more than 19.99% of the outstanding Common Stock after exercise.
The November 2017 Warrants represent a right for Boxer Capital and Braslyn to purchase 801,448 and 1,413,475 shares of Common Stock,
respectively. The November 2017 Warrants have been pre-paid at a price of $12.999 per share with an exercise price of $0.001 per share. The November 2017 Warrants are only exercisable to the extent
that the holders thereof and their affiliates would beneficially own no more than 19.99% of the outstanding Common Stock after exercise.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Stock
owned by the Reporting Persons:
(i) Sole power to vote or direct the vote:
Aaron I. Davis has the sole power to vote the 62,163 shares of Common Stock he beneficially owns. Shehan B. Dissanayake has the
sole power to vote the 203,754 shares of Common Stock he beneficially owns. Christopher Fuglesang has the sole power to vote the 30,518 shares of Common Stock he beneficially owns. Ivan M. Lieberburg has the sole power to vote the 37,241 shares of
Common Stock he beneficially owns.
(ii) Shared power to vote or to direct the vote:
Boxer Capital and Boxer Management have shared voting power with respect to the 2,257,317 shares of Common Stock they
beneficially own. Braslyn has shared voting power with respect to the 6,510,966 shares of Common Stock it beneficially owns. Joe Lewis has shared voting power with respect to the 8,768,283 shares of Common Stock he beneficially owns. MVA Investors
and Aaron Davis have shared voting power with respect to the 253,338 shares of Common Stock they beneficially own.
(iii) Sole power to
dispose or direct the disposition of:
Aaron I. Davis has the sole power to dispose of the 62,163 shares of Common Stock he
beneficially owns. Shehan B. Dissanayake has the sole power to dispose of the 203,754 shares of Common Stock he beneficially owns. Christopher Fuglesang has the sole power to dispose of the 30,518 shares of Common Stock he beneficially owns. Ivan M.
Lieberburg has the sole power to dispose of the 37,241 shares of Common Stock he beneficially owns.
(iv) Shared power to dispose or to
direct the disposition of:
Boxer Capital and Boxer Management have shared dispositive power with respect to the 2,257,317
shares of Common Stock they beneficially own. Braslyn has shared dispositive power with respect to the 6,510,966 shares of Common Stock it beneficially owns. Joe Lewis has shared dispositive power with respect to the 8,768,283 shares of Common Stock
he beneficially owns. MVA Investors and Aaron Davis have shared dispositive power with respect to the 253,338 shares of Common Stock they beneficially own.
(c) The Reporting Persons have not engaged in any transactions in the Common Stock in the past 60 days.
(d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined
in this report.
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CUSIP No. 60468T105
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SCHEDULE 13D/A
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Except as otherwise described in the Original Filing, as amended, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies
Item 7. Material to Be Filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated July 19, 2019, among Boxer Capital, Boxer Management, Braslyn, MVA Investors, Joe Lewis, Aaron I. Davis, Shehan B. Dissanayake, Christopher Fuglesang, and Ivan M. Lieberburg.
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Exhibit 2
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Form of Warrant to Purchase Common Stock issued in connection with the January 2017 Offering, which is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Issuer on
January 6, 2017.
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Exhibit 3
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Form of Warrant to Purchase Common Stock issued in connection with the November 2017 Offering, which is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Issuer on
November 16, 2017.
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Exhibit 4
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Limited Power of Attorney, dated May 23, 2019, by and between Ivan M. Lieberburg and Christopher Fuglesang.
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CUSIP No. 60468T105
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SCHEDULE 13D/A
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2020
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Chief Executive Officer
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Jason Callender
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Name:
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Jason Callender
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Title:
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Director
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BRASLYN LTD.
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By:
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/s/ Joseph C. Lewis
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Name:
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Joseph C. Lewis
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Title:
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Director
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MVA INVESTORS, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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JOSEPH C. LEWIS
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By:
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/s/ Joseph C. Lewis
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Joseph C. Lewis, Individually
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IVAN M. LIEBERBURG
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By:
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/s/ Christopher Fuglesang
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Christopher Fuglesang, Attorney-in-Fact*
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AARON I. DAVIS
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By:
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/s/ Aaron I. Davis
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Aaron I. Davis, Individually
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SHEHAN B. DISSANAYAKE
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By:
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/s/ Shehan B. Dissanayake
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Shehan B. Dissanayake, Individually
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CHRISTOPHER FUGLESANG
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By:
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/s/ Christopher Fuglesang
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Christopher Fuglesang, Individually
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*
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This Schedule 13D and the Joint Filing Agreement attached as Exhibit 1 hereto were executed by Christopher
Fuglesang on behalf of Ivan M. Lieberburg pursuant to the Limited Power of Attorney attached as Exhibit 4 hereto.
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EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement, dated July 19, 2019, among Boxer Capital, Boxer Management, Braslyn, MVA Investors, Joe Lewis, Aaron I. Davis, Shehan B. Dissanayake, Christopher Fuglesang and Ivan M. Lieberburg.
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Exhibit 2
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Form of Warrant to Purchase Common Stock issued in connection with the January 2017 Offering, which is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Issuer on
January 6, 2017.
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Exhibit 3
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Form of Warrant to Purchase Common Stock issued in connection with the November 2017 Offering, which is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Issuer on
November 16, 2017.
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Exhibit 4
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Limited Power of Attorney, dated May 23, 2019, by and between Ivan M. Lieberburg and Christopher Fuglesang.
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