Page 10 of 15 – SEC Filing
The aggregate purchase
price of the 12,129,350 ADSs beneficially owned by BVF is approximately $11,429,316, including brokerage commissions. The aggregate
purchase price of the 7,792,854 ADSs beneficially owned by BVF2 is approximately $7,338,358, including brokerage commissions.
The aggregate purchase price of the 2,167,956 ADSs beneficially owned by Trading Fund OS is approximately $2,041,008, including
brokerage commissions. The aggregate purchase price of the 3,936,040 ADSs beneficially owned by the Partners Managed Accounts
is approximately $3,666,317, including brokerage commissions.
In connection
with the Subscription Agreement (as defined below), Reporting Persons purchased (i) Series A warrants to purchase an
aggregate of 2,973,451 ADSs at an exercise price of $2.00 per Share (the “Series A Warrants”) and (ii) Series B
warrants to purchase an aggregate of 2,973,451 ADSs at an exercise price of $4.00 per Share (the “Series B
Warrants” and with the Series A Warrants, the “Warrants”). The Warrants are subject to blocker provisions
described in Item 5 and are owned by the Reporting Persons as described in Item 5.
| Item 4. | Purpose of Transaction |
On July 26,
2017, Reporting Persons entered into a subscription agreement (the “Subscription Agreement”) with the Issuer to
purchase (i) 8,495,575 ADSs, (ii) 2,973,451 Series A Warrants, and (iii) Series B Warrants for an aggregate total purchase
price of $9,600,000.
Additionally, on July
26, 2017 Partners entered into a Voting and Standstill Agreement (the “Voting and Standstill Agreement”) with the Issuer.
Pursuant to Voting and Standstill Agreement, subject to certain conditions, the Reporting Persons have agreed to forego and to
waive any and all voting rights that the Reporting Persons may have in respect of the Issuer’s Shares that exceed 19.99%
of the Company’s total then outstanding voting power on any matter brought to a vote of the Issuer’s shareholders.
In addition, the Reporting Persons have agreed to limit their direct and indirect interest in the Issuer, and at no time shall the
Reporting Persons have more than a 24.99% of the economic interest in the Company’s voting securities, whether or not paired
with a right to vote.
The foregoing description
of the Subscription Agreement and the Voting and Standstill Agreement are qualified in their entirety by reference to the Subscription
Agreement and the Voting and Standstill Agreement, which are attached hereto as Exhibit 99.2 and 99.3, respectively, and are incorporated
herein by reference.
The Reporting Persons
purchased the ADSs and Warrants based on the Reporting Persons’ belief that such securities, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or
sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions
with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the
Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations
of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging
in short selling of or any hedging or similar transaction with respect to the such securities, or changing their intention with
respect to any and all matters referred to in Item 4.
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