Amendment No. 3 to Schedule 13D
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed with the U.S. Securities and
Exchange Commission (the “SEC”) on January 8, 2018, as amended by the Schedule 13D/A filed with the SEC on March 13, 2108 and further amended by the Schedule 13D/A filed with the SEC on July 23, 2018 (collectively, the
“Schedule 13D”). This Amendment No. 3 is being filed to reflect the decrease in beneficial ownership of the Reporting Persons resulting from an
in-kind,
pro rata distribution of all the shares of
Common Stock held by each of EQC Private Markets SAC Fund II Ltd. — EQC Biotech Sely S Fund, EQC Private Markets SAC Fund Ltd. — EQC Biotech Sely I Fund and EQC Private Markets SAC Fund Ltd — EQC Biotech Sely II Fund to the partners
of such funds. Except as specifically amended by this Amendment No. 3, each Item of the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
This Amendment No. 3 amends Item 2 and Item 5 as set forth below. As set forth below, as a result of the transactions
described herein, on September 24, 2018 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock. The filing of this Amendment No. 3 represents the final amendment to the
Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 2.
Identity and Background
Item 2 of the Schedule 13D is hereby amended by amending and restating the fourth paragraph in its entirety as follows:
“Equilibria is the investment manager of each of the EQC Funds, of EQC Private Markets SAC Fund Ltd.—EQC Select Opportunities Fund, a Bermuda mutual
fund company (“EQC Select”), and of EQC Avance Global Fund Ltd., Bermuda mutual fund company (“EQC Avance”).”
Item 2 of the
Schedule 13D is hereby amended by amending and restating the sixth paragraph in its entirety as follows:
“Mr. López is the sole owner of
Varibobi. Mr. López’s business address is One Bermudiana Road, Hamilton, Bermuda HM08. Mr. López is the chief executive officer, an owner and a director of Equilibria. Mr. López is a citizen of Spain.”
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows
(a)-(b) The information contained on the cover pages of this Statement is incorporated herein by reference.
The shares reported on the cover page of this Statement include (i) 257,385 shares of Common Stock held of record by Equilibria Capital Management Limited, a
Bermuda limited liability company (“Equilibria”), (ii) 316,163 shares issuable upon exercise of warrants to purchase Common Stock held by EQC Private Markets SAC Fund Ltd—EQC Biotech Sely I Fund, a Bermuda mutual fund company
(“Sely I”), (iii) 9,762 shares held of record by EQC Private Markets SAC Fund Ltd.—EQC Select Opportunities Fund, a Bermuda mutual fund company (“EQC Select”) received in the distribution, (iv) 1,739 shares held of record by
EQC Avance Global Fund Ltd., Bermuda mutual fund company (“EQC Avance”) received in the distribution, (v) 58,208 shares held of record by EQC Private Markets II SAC Fund Ltd—EQC Biotech Sely III Fund, a Bermuda mutual fund company
(“Sely III”), (vi) 3,343 shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company (“Varibobi”), (vii) 1,222 shares issuable upon the exercise of options held by Mr. Lopez and (viii) 3,343 shares
held by Daniel Tafur. EQC Private Markets SAC Fund II Ltd—EQC Biotech Sely S Fund (“Sely S”), a Bermuda mutual fund company; EQC Private Markets SAC Fund Ltd—EQC Biotech Sely II Fund (“Sely II”), Sely I, and Sely III
are referred to collectively as the “EQC Funds”. Equilibria is the investment manager of each of the EQC Funds, EQC Select, and EQC Avance, and may be deemed to beneficially own the shares of Common Stock held by such persons. Varibobi is
an owner of Equilibria and may be deemed to beneficially own the shares held by Equilibria, the EQC Funds, EQC Select, and EQC Avance. Fabio López is the owner of Varibobi and the chief executive officer, a director and owner of Equilibria
and may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Varibobi, Equilibria, the EQC Funds, EQC Avance, and EQC Select. Mr. Tafur is chief investment officer, founder and board member of Equilibria and may
be deemed to be the indirect beneficial owner of shares of Common Stock beneficially owned by Equilibria, the EQC Funds, EQC Select, and EQC Avance. Varibobi, Mr. López and Mr. Tafur each disclaim such beneficial ownership, except
to the extent of its or his pecuniary interest in such shares.