Page 7 of 10 – SEC Filing
| CUSIP No. 45168K306 | Page 7 of 10 Pages |
In addition, on January 21, 2018, the Issuer, BioCryst Pharmaceuticals,
Inc. (“BioCryst”), Nautilus Holdco, Inc., a direct, wholly owned subsidiary of BioCryst (“Holdco”), Island
Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub A”), and Boat
Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub B”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which (a) Merger Sub A shall be merged with
and into the Issuer (the “Idera Merger”), with the Issuer surviving as a wholly owned subsidiary of Holdco, and (b)
Merger Sub B shall be merged with and into BioCryst (the “BioCryst Merger”, and, together with the Idera Merger, the
“Mergers”), with BioCryst surviving as a wholly owned subsidiary of Holdco. Simultaneously with the execution of the
Merger Agreement, 667 and Life Sciences entered into a Voting and Support Agreement (the “Voting Agreement”) with the
Issuer pursuant to which for each Voting Event (as defined in the Voting Agreement) 667 and Life Sciences each shall cause the
shares of common stock of BioCryst beneficially owned by them to be counted as present thereat for purposes of calculating a quorum
and shall vote (or cause to be voted), in person or by proxy, such shares (i) in favor of the adoption of the Merger Agreement
and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the stockholders
of BioCryst to solicit additional proxies in favor of the adoption of the Merger Agreement; (iii) against any competing proposal
or any other proposal in opposition to, or in competition with, the Mergers and the transactions contemplated by the Merger Agreement;
and (iv) against any other action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere
with, delay, postpone or discourage the transactions or the Voting Agreement or the performance by BioCryst of its obligations
under the Merger Agreement or by 667 and Life Sciences of their obligations under the Voting Agreement.
The foregoing description of the Voting Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is incorporated by
reference as Exhibit 99.1 and is incorporated herein by reference.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at
varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability
of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other
business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions
of the Board and management of the Issuer, the availability and nature of opportunities to dispose of shares in the Issuer and
other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer,
which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions
to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares
of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the 2018 Warrants
and Prefunded Warrants (as defined below), exercise of some or all of the Stock Options, or otherwise) or to dispose of some or
all of the securities of the Issuer, including shares of Common Stock, under their control.
| 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. 2 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock
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 the 2018 Warrants, certain warrants to purchase shares of Common Stock
at an exercise price of $0.01 per share that expire on May 7, 2020 (“May 2020 Warrants”), certain warrants to purchase
shares of Common Stock at an exercise price of $0.01 per share that expire on September 25, 2020 (“September 2020 Warrants”)
and certain warrants to purchase shares of Common Stock at an exercise price of $0.01 per share that expire on February 10, 2021
(“2021 Warrants”, and together with the May 2020 Warrants, and September 2020 Warrants, the “Prefunded Warrants”)
by the Funds, subject to the limitation on exercise described below.
