Page 8 of 10 – SEC Filing
Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Amendment No. 4.
| 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. 4 are incorporated herein by reference. Set forth below is the aggregate number and percentage of shares
of Common Stock directly held, as of the date hereof, by each of the following based upon 26,993,621 shares of common stock outstanding
following the Offering as reported in the Issuer’s Prospectus filed with the SEC on November 16, 2017 and 163,386 shares
issuable upon the exercise of the Pre-Funded Warrants, subject to limitations described below. Such percentage figures were calculated
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| Holder | Number of Shares of Common Stock we own or have the right to acquire within 60 days | Percent of Class Outstanding | ||||||
| 667, L.P. | 304,630 | 1.12 | % | |||||
| Baker Brothers Life Sciences, L.P. | 2,535,604 | 9.35 | % | |||||
| 14159, L.P. | 35,999 | 0.13 | % | |||||
The Pre-Funded 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 9.99% 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 Pre-Funded
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. 4 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, except to the extent that any such Reporting
Persons actually exercises voting or dispositive power with respect to such securities.
(c) The disclosure regarding the exercise of the 2017 Warrants
described in Item 4 is incorporated by reference herein. Except as described in this Amendment No. 4, none of the Reporting Persons
has effected any transaction in the securities of the Issuer in 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.
