Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Biotechnology Value Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,117,193(1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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1,117,193(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,117,193(1)
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.0%(1)
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12
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TYPE OF REPORTING PERSON
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PN
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(1) Includes 288,771 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by BVF. The A Warrants are subject to the A Warrants Blocker (defined in
Item 4).
Includes 288,770 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by BVF. The B Warrants are subject to the B Warrants Blocker (defined in Item 4).
Includes 201,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by BVF. The New Warrants are subject to the New Warrants Blocker (defined in Item
4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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1,117,193(1)
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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1,117,193(1)
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,117,193(1)
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10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
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11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.0%(1)
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12
|
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TYPE OF REPORTING PERSON
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OO
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|
(1) Includes 288,771 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by BVF. The A Warrants are subject to the A Warrants Blocker (defined in
Item 4).
Includes 288,770 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by BVF. The B Warrants are subject to the B Warrants Blocker (defined in Item 4).
Includes 201,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by BVF. The New Warrants are subject to the New Warrants Blocker (defined in Item
4).
See Item 4(a) for a full description of the Reporting Person’s
beneficial ownership.
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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NUMBER OF
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5
|
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SOLE VOTING POWER
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SHARES
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|
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BENEFICIALLY
|
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0 shares
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OWNED BY
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6
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
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|
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REPORTING
|
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|
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|
896,161(1)
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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|
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0 shares
|
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|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
896,161(1)
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
896,161(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
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3.2%(1)
|
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|
12
|
|
TYPE OF REPORTING PERSON
|
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|
PN
|
|
(1) Includes 227,228 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by BVF2. The A Warrants are subject to the A Warrants Blocker (defined
in Item 4).
Includes 227,227 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by BVF2. The B Warrants are subject to the B Warrants Blocker (defined in Item 4).
Includes 170,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by BVF2. The New Warrants are subject to the New Warrants Blocker (defined in Item
4).
See Item 4(a) for a full description of the Reporting Person’s
beneficial ownership.
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
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|
3
|
|
SEC USE ONLY
|
|
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|
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|
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|
4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
896,161(1)
|
|
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
896,161(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
896,161(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Includes 227,228 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by BVF2. The A Warrants are subject to the A Warrants Blocker (defined
in Item 4).
Includes 227,227 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by BVF2. The B Warrants are subject to the B Warrants Blocker (defined in Item 4).
Includes 170,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by BVF2. The New Warrants are subject to the New Warrants Blocker (defined in Item
4).
See Item 4(a) for a full description of the Reporting Person’s
beneficial ownership.
|
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|
1
|
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NAME OF REPORTING PERSON
|
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|
|
|
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|
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|
Biotechnology Value Trading Fund OS LP
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
165,691(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,691(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
165,691(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
(1) Includes 44,132 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by Trading Fund OS. The A Warrants are subject to the A Warrants Blocker
(defined in Item 4).
Includes 44,132 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by Trading Fund OS. The B Warrants are subject to the B Warrants Blocker (defined
in Item 4).
Includes 29,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by Trading Fund OS. The New Warrants are subject to the New Warrants Blocker (defined
in Item 4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF Partners OS Ltd.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
165,691(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,691(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
165,691(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Includes 44,132 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by Trading Fund OS. The A Warrants are subject to the A Warrants Blocker
(defined in Item 4).
Includes 44,132 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by Trading Fund OS. The B Warrants are subject to the B Warrants Blocker (defined
in Item 4).
Includes 29,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by Trading Fund OS. The New Warrants are subject to the New Warrants Blocker (defined
in Item 4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,013,354(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,013,354(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
2,013,354(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
7.0%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
(1) Includes 288,771 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by BVF and 227,228 shares of Common Stock underlying certain A Warrants
owned by BVF2. The A Warrants are subject to the A Warrants Blocker (defined in Item 4).
Includes 288,770 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by BVF and 227,227 shares of Common Stock underlying certain B Warrants owned by BVF2.
The B Warrants are subject to the B Warrants Blocker (defined in Item 4).
Includes 201,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by BVF and 170,000 shares of Common Stock underlying certain New Warrants owned
by BVF2. The New Warrants are subject to the New Warrants Blocker (defined in Item 4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF Partners L.P.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,332,630(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN, IA
|
|
(1) Includes 625,001 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by the Reporting Persons. The A Warrants are subject to the A Warrants
Blocker (defined in Item 4).
Includes 624,999 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by the Reporting Persons. The B Warrants are subject to the B Warrants Blocker (defined
in Item 4).
Includes 400,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by the Reporting Persons. The New Warrants are subject to the New Warrants Blocker
(defined in Item 4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
BVF Inc.
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,332,630(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
(1) Includes 625,001 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by the Reporting Persons. The A Warrants are subject to the A Warrants
Blocker (defined in Item 4).
Includes 624,999 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by the Reporting Persons. The B Warrants are subject to the B Warrants Blocker (defined
in Item 4).
Includes 400,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by the Reporting Persons. The New Warrants are subject to the New Warrants Blocker
(defined in Item 4).
See Item 4(a) for a full description of the Reporting Person’s beneficial ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark N. Lampert
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,332,630(1)
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
2,332,630(1)
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1%(1)
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
(1) Includes 625,001 shares of Common Stock
underlying certain A Warrants (defined in Item 4) owned by the Reporting Persons. The A Warrants are subject to the A Warrants
Blocker (defined in Item 4).
Includes 624,999 shares of Common Stock underlying
certain B Warrants (defined in Item 4) owned by the Reporting Persons. The B Warrants are subject to the B Warrants Blocker (defined
in Item 4).
Includes 400,000 shares of Common Stock underlying
certain New Warrants (defined in Item 4) owned by the Reporting Persons. The New Warrants are subject to the New Warrants Blocker
(defined in Item 4).
See Item 4(a) for a full description of the
Reporting Person’s beneficial ownership.
|
|
Item 1(a).
|
Name of Issuer:
|
Protagonist Therapeutics, Inc., a Delaware corporation (the
“Issuer”).
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
7707 Gateway Boulevard, Suite 140
Newark, California 94560
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS
LP (“Trading Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners
OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.00001 par value (the “Common Stock”)
74366E102
|
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
|
|
/x/
|
Not applicable.
|
|
|
|
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
|
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
|
(a)
|
Amount beneficially owned:
|
As of the close of business on December
31, 2019, the Reporting Persons hold 625,001 Class A Warrants (the “A Warrants”) exercisable for an aggregate of 625,001
shares of Common Stock. The A Warrants have an exercise price of $10 per share and expire on August 8, 2023. The A Warrants may
not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section
13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding (the “A Warrants
Blocker”). In providing beneficial ownership described herein, the Reporting Persons have assumed the A Warrants owned by
each of BVF, BVF2 and Trading Fund OS and held in the Partners managed accounts (the “Partners Managed Accounts”) would
be fully exercised.
In addition to the A Warrants, as of
the close of business on December 31, 2019, the Reporting Persons hold 624,999 Class B Warrants (the “B Warrants”)
exercisable for an aggregate of 624,999 shares of Common Stock. The B Warrants have an exercise price of $15 per share and expire
on August 8, 2023. The B Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as
determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued
and outstanding (the “B Warrants Blocker”). In providing beneficial ownership described herein, the Reporting Persons
have assumed the B Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts would be fully
exercised.
In addition to the A and B Warrants,
as of the close of business on December 31, 2019, the Reporting Persons hold 400,000 New Warrants (the “New Warrants”)
exercisable for an aggregate of 400,000 shares of Common Stock. The New Warrants are pre-funded warrants and have an exercise price
of $0.00001 per share and expire on December 21, 2028. The New Warrants may not be exercised if, after such exercise, the Reporting
Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number
of shares of Common Stock then issued and outstanding (the “New Warrants Blocker”). In providing beneficial ownership
described herein, the Reporting Persons have assumed the New Warrants owned by each of BVF, BVF2 and Trading Fund OS and held in
the Partners Managed Accounts would be fully exercised.
As of the close of business on December
31, 2019 (i) BVF beneficially owned 1,117,193 shares of Common Stock, including (a) 288,771 shares of Common Stock underlying certain
A Warrants held by it, (b) 288,770 shares of Common Stock underlying certain B Warrants held by it and (c) 201,000 shares of Common
Stock underlying certain New Warrants held by it; (ii) BVF2 beneficially owned 896,161 shares of Common Stock, including (a) 227,228
shares of Common Stock underlying certain A Warrants held by it, (b) 227,227 shares of Common Stock underlying certain B Warrants
held by it and (c) 170,000 shares of Common Stock underlying certain New Warrants held by it; and (iii) Trading Fund OS beneficially
owned 165,691 shares of Common Stock, including (a) 44,132 shares of Common Stock underlying certain A Warrants held by it, (b)
44,132 shares of Common Stock underlying certain B Warrants held by it and (c) 29,000 shares of Common Stock underlying certain
New Warrants held by it.
BVF GP, as the general partner of BVF,
may be deemed to beneficially own the 1,117,193 shares of Common Stock beneficially owned by BVF.
BVF2 GP, as the general partner of
BVF2, may be deemed to beneficially own the 896,161 shares of Common Stock beneficially owned by BVF2.
Partners OS, as the general partner
of Trading Fund OS, may be deemed to beneficially own the 165,691 shares of Common Stock beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each
of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,013,354 shares of Common Stock beneficially owned in the aggregate
by BVF and BVF2.
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 2,332,630 shares of
Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, including 153,585 shares of Common Stock held in
the Partners Managed Accounts, which includes 64,870 shares of Common Stock underlying certain A Warrants and 64,870 shares of
Common Stock underlying certain B Warrants.
BVF Inc., as the general partner of
Partners, may be deemed to beneficially own the 2,332,630 shares of Common Stock beneficially owned by Partners.
Mr. Lampert, as a director and officer
of BVF Inc., may be deemed to beneficially own the 2,332,630 shares of Common Stock beneficially owned by BVF Inc.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. BVF GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF. BVF2 GP disclaims
beneficial ownership of the shares of Common Stock beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares of Common Stock
beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of
Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts, and the filing of this statement
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based
on a denominator which is the sum of: (i) 27,206,447 shares of Common Stock outstanding, as of October 31, 2019, which is the total
number of shares of Common Stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 6, 2019, (ii) certain or all of the 625,001 shares of Common Stock underlying the A Warrants,
as applicable, (iii) certain or all of the 624,999 shares of Common Stock underlying the B Warrants, as applicable; and (iv) certain
or all of the 400,000 shares of Common Stock underlying the New Warrants, as applicable.
As of the close of business on December
31, 2019 (i) BVF beneficially owned approximately 4.0% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned
approximately 3.2% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding
shares of Common Stock, (iv) BVF GP may be deemed to beneficially own approximately 4.0% of the outstanding shares of Common Stock,
(v) BVF2 GP may be deemed to beneficially own approximately 3.2% of the outstanding shares of Common Stock, (vi) Partners OS may
be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately
7.0% of the outstanding shares of Common Stock, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 8.1% of the outstanding shares of Common Stock (less than 1% of the outstanding shares of Common Stock are held
in the Partners Managed Accounts).
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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BVF GPH, Partners, BVF Inc. and Mr.
Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF and BVF2. Partners, BVF Inc.
and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by Trading Fund OS and the
Partners Managed Account.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2020
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BIOTECHNOLOGY VALUE FUND, L.P.
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BIOTECHNOLOGY VALUE TRADING FUND OS LP
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By:
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BVF I GP LLC., its general partner
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By:
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BVF Partners L.P., its investment manager
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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President
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BVF I GP LLC
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BVF GP HOLDINGS LLC
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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Chief Executive Officer
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BIOTECHNOLOGY VALUE FUND II, L.P.
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BVF PARTNERS L.P.
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By:
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BVF II GP LLC its general partner
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark N. Lampert
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President
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BVF II GP LLC
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BVF INC.
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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By:
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/s/ Mark N. Lampert
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Chief Executive Officer
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Mark Lampert
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President
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BVF PARTNERS OS LTD.
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/s/ Mark N. Lampert
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By:
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BVF Partners L.P., its sole member
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MARK N. LAMPERT
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By:
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BVF Inc., its general partner
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By:
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/s/ Mark N. Lampert
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Mark N. Lampert
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President
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