Page 11 of 13 – SEC Filing
As of the date hereof, (i) BVF beneficially
owned 3,566,549 Shares, excluding approximately 187,333 Shares of Common Stock issuable upon the conversion of certain Series
N3 Preferred Stock, representing percentage ownership of approximately 8.3% of the Shares outstanding, (ii) BVF2 beneficially
owned 2,295,083 Shares, excluding 131,333 Shares of Common Stock issuable upon the conversion of certain Series N3 Preferred Stock,
representing percentage ownership of approximately 5.3% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 651,074
Shares, excluding 32,000 Shares of Common Stock issuable upon the conversion of certain Series N3 Preferred Stock, representing
percentage ownership of approximately 1.5% of the Shares outstanding and (iv) 2,083,651 Shares were held in the Partners Management
Accounts, excluding 32,667 Shares of Common Stock issuable upon the conversion of certain Series N3 Preferred Stock, representing
percentage ownership of approximately 4.9% of the Shares outstanding.
Partners, as the general partner of BVF,
BVF2, the sole member of Partners OS and the investment manager of Trading Fund OS and the Partners Management Accounts, may be deemed
to beneficially own the 8,596,357 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners
Management Accounts, excluding, 383,333 Shares of Common Stock issuable upon the conversion of certain Series N3 Preferred Stock,
representing percentage ownership of approximately 19.99% of the Shares outstanding.
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 8,596,357 Shares beneficially owned by Partners, excluding, 383,333 Shares of Common Stock
issuable upon the conversion of certain Series N3 Preferred Stock, representing percentage ownership of approximately 19.99% of
the Shares outstanding.
Mr. Lampert, as a director and officer
of BVF Inc. may be deemed to beneficially own the 8,596,357 Shares beneficially owned by BVF Inc., excluding, 383,333 Shares of
Common Stock issuable upon the conversion of certain Series N3 Preferred Stock, representing percentage ownership of approximately
19.99% of the Shares outstanding.
As of the date hereof, Mr. Perry directly
owns 43,139 Shares, representing percentage ownership of less than 1% of the Shares outstanding.
(b) Each
of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially
owns. Trading Fund OS shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund
OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 8,596,357 Shares they may be deemed to beneficially
own with BVF, BVF2, Trading Fund OS and Partners OS.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of
such transactions were effected in the open market, except as otherwise noted.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby
amended to add the following:
On June 9, 2017, the Issuer entered into
a letter agreement with certain of the Reporting Persons pursuant to which the Issuer has agreed to, upon certain of the Reporting
Persons’ election and subject to any board and committee approvals, exchange shares of Common Stock purchased by certain
of the Reporting Persons directly from the Issuer or underlying convertible preferred stock purchased by certain of the Reporting
Persons directly from the Issuer, including the shares of Common Stock underlying the Series N3 Preferred Stock offered in the
offering, into shares of a convertible non-voting preferred stock with substantially similar terms as the Series N3 Preferred Stock
in this offering, including a conversion “blocker” of the Issuer’s Common Stock. Such right would terminate if
at any time BVF Partners’ beneficial ownership of the Issuer’s Common Stock falls below 5%. The Issuer will take commercially
reasonable efforts to cooperate to effectuate such exchange, provided that it does not adversely affect the Issuer and complies
with applicable federal and state securities laws.
Also on June 9, 2017, in connection
with the letter agreement, the Reporting Persons converted 6,175 Shares of Series N3 Preferred Stock into 4,116,666 Shares of
Common Stock in accordance with the Beneficial Ownership Limitation.
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