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. 2 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 conversion of shares of Convertible Preferred by the Funds, subject
to the limitations on conversion described below.
| Holder | Shares of Common Stock | Convertible Preferred | ||
| 667, L.P. | 734,261 | 349,760 | ||
| Baker Brothers Life Sciences, L.P. | 6,480,668 | 3,109,063 | ||
| 14159, L.P. | 73,371 | – | ||
| Total | 7,288,300 | 3,458,823 |
The shares of Convertible Preferred are only convertible to
the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any member of a
Section 13(d) group, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
no more than 4.99% of the outstanding shares of Common Stock of the Issuer (the “Beneficial Ownership Limitation”).
As a result of the Beneficial Ownership Limitation, the number of shares that may be issued upon conversion of shares of Convertible
Preferred by the above holders may change depending upon changes in the outstanding shares of Common Stock. The Beneficial Ownership
Limitation may be increased or decreased to any other percentage at the holder’s election upon 61 days’ notice delivered
to the Issuer. Due to the Beneficial Ownership Limitation, no shares of Convertible Preferred are presently convertible by the
Funds.
Pursuant to the management agreements, as amended, among the
Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished to the Adviser
all discretion and authority with respect to the investment and voting power over the securities held by the Funds, and thus the
Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
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.
(c) The disclosure regarding the Private Placement in Item 4
is incorporated by reference herein. Except as disclosed herein, none of the Reporting Persons or their affiliates has effected
any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667,
a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general
partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech
Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the
sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
members of Baker Brothers Life Sciences Capital (GP), LLC.
Certain securities of the Issuer are held directly by 14159,
a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner
of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC.
