Page 7 of 9 – SEC Filing
| ITEM 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 10 are incorporated herein by reference.
Set forth below is the aggregate number of shares of common
stock of the Issuer directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting
Persons, as well as shares of common stock that may be acquired upon exercise of the 2018 Warrants and the 2019 Warrants (as defined
below) by the Funds, subject to the limitations on exercise described below.
| Holder | Shares of Common Stock | 2018 Warrants | 2019 Warrants | |||||||||
| 667, L.P. | 3,029,953 | – | 42,131 | |||||||||
| Baker Brothers Life Sciences, L.P. | 22,337,275 | 1,426,590 | 447,138 | |||||||||
| 14159, L.P. | 452,540 | 39,378 | 10,731 | |||||||||
| Total | 25,819,768 | 1,465,968 | 500,000 | |||||||||
The disclosure in Item 4 regarding the waiver of the Exercise
Limitation is incorporated herein by reference.
The
warrants to acquire common stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 (“the
2019 Warrants”) are only exercisable to the extent that after giving
effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), no more than 19.99% of the outstanding shares of Common Stock
of the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the 2019 Warrants by the
above holders may change depending upon changes in the outstanding shares of Common Stock.
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial ownership of the securities
held by each of the Funds, and this Amendment No. 10 shall not be deemed an admission that the Reporting Persons are the beneficial
owners of such securities for purposes of Section 13(d) or for any other purpose.
Julian C. Baker and Stephen R. Biggar currently serve on the
Issuer’s Board of Directors (the “Board”) as representatives of the Funds. The policy of the Funds and the Adviser
does not permit principals or employees of the Adviser to receive compensation for serving as directors of the Issuer, and the
Funds are instead entitled to the pecuniary interest in the options to purchase common stock of the Issuer (“Stock Options”).
Julian C. Baker and Dr. Biggar have no voting or dispositive power and no pecuniary interest in the Stock Options previously disclosed
in amendments to this Schedule 13D. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither
voting nor dispositive power and have no direct pecuniary interest in the Stock Options held by Dr. Biggar. The Funds are instead
entitled to the pecuniary interest in the Stock Options held by Julian C. Baker and Dr. Biggar previously disclosed in amendments
to this Schedule 13D. Baker Bros. Advisors LP has voting and investment power over the Stock Options held by Julian C. Baker and
Dr. Biggar previously disclosed in amendments to this Schedule 13D.
