Page 10 of 13 – SEC Filing
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of BVF, BVF2, Trading Fund OS, and held in the Partners Management Accounts, were purchased with working capital (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases,
except as otherwise noted on Schedule A.
The
aggregate purchase price of the 3,566,549 Shares beneficially owned by BVF is approximately $25,892,944, including brokerage commissions.
The aggregate purchase price of the 2,295,083 Shares beneficially owned by BVF2 is approximately $15,508,452, including
brokerage commissions. The aggregate purchase price of the 651,074 Shares beneficially owned by Trading Fund OS is approximately
$4,842,274, including brokerage commissions. The aggregate purchase price of the 2,083,651
Shares beneficially owned by the Partners Management Accounts is approximately $21,325,253, including brokerage commissions.
The
aggregate purchase price of the 281 shares of Series N3 Preferred Stock, no par value per share (the “Series N3 Preferred
Stock”) owned directly by BVF is approximately $562,000, including brokerage commissions.
The aggregate purchase price of the 197 shares of Series N3 Preferred Stock owned directly by BVF2 is approximately $394,000,
including brokerage commissions. The aggregate purchase price of the 48 shares of Series N3 Preferred Stock owned directly by Trading
Fund OS is approximately $96,000, including brokerage commissions. The aggregate purchase
price of the 49 shares of Series N3 Preferred Stock held in the Partners Management Accounts is approximately $98,000,
including brokerage commissions.
The 43,139 Shares
beneficially owned by Mr. Perry were granted to Mr. Perry by the Issuer in his capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)
– (c) are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 28,389,186
Shares outstanding as of June 13, 2017, which is the total number of Shares outstanding as advised by the Issuer and (ii) 14,616,633
Shares issued upon the conversion of certain Series N3 Preferred Stock.
As of the date hereof, the Reporting
Persons hold 575 Series N3 Preferred Stock, convertible into an aggregate of 383,333 shares of Common Stock. The conversion ratio
is 667 Shares for 1 share of Series N3 Preferred Stock. The Series N3 Preferred Stock may not be converted if, after such conversion,
the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, more than 19.99% of the Shares outstanding immediately after giving effect to such exercise (the “Beneficial
Ownership Limitation”).
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