Page 6 of 9 – SEC Filing
This Amendment No. 1 (the Amendment) amends and supplements the Schedule
13D filed by the Reporting Persons on July 13, 2016 (the Original Schedule 13D), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
As shareholders of Roivant, the Reporting Persons are filing this Amendment to the
Original Schedule 13D because they may be deemed to have dispositive power over and, therefore, beneficial ownership of, the Preferred Shares acquired by Roivant by virtue of governance arrangements in Roivants bye-laws. The Reporting Persons
do not directly own any Preferred Shares and are not party to any agreement with the Issuer.
| Item 4. | Purpose of Transaction |
This Amendment amends the Original Schedule 13D to add the
following paragraph immediately before the first paragraph of Item 4 of the Original Schedule 13D:
The information included in
Item 6 is hereby incorporated by reference.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) The information contained on the
cover pages to this Amendment is incorporated herein by reference.
All percentages referred to on the cover pages are determined using a
denominator of 55,051,995 Common Shares issued and outstanding as of October 12, 2017, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000 shares of the Preferred Shares acquired by Roivant on
October 16, 2017, which are not convertible into the Common Shares until they become mandatorily convertible four years after October 16, 2017 (subject to adjustment and subject to limited exceptions in the event of certain transactions or
fundamental changes that would permit earlier conversion at Roivants option).
The Reporting Persons will not beneficially own the
Common Shares underlying the Preferred Shares acquired in the First Closing (as defined in Item 6) or the Common Shares underlying the Preferred Shares to be acquired (subject to the applicable conditions in the Subscription Agreement) in the Second
Closing (as defined in Item 6), until the date that is 60 days prior to the date on which the Preferred Shares become convertible into the Common Shares, either automatically or at Roivants option pursuant to the terms of the Preferred
Shares. As described in Item 6, the Preferred Shares will mandatorily convert into the Common Shares on the fourth anniversary of the First Closing, subject to limited exceptions in the event of certain transactions or fundamental changes
that would permit earlier conversion at Roivants option.
The amount on the cover pages excludes 9,808,386 Common Shares (subject to
adjustment pursuant to the conversion terms of the Preferred Shares, as described in Item 6) underlying 500,000 Preferred Shares acquired on October 16, 2017, which Common Shares are not deemed beneficially owned, as described above.
Dr. Keith Manchester serves as a director of the Issuer. Dr. Manchester holds 91,915 stock options for Common Shares awarded to him,
which he holds for the benefit of certain funds under the management of QVT Financial, including the Fund.
Each of the Covered Persons,
Reporting Persons and Dr. Manchester disclaim beneficial ownership of the Common Shares and the Preferred Shares owned by Roivant.
(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. The Reporting Persons have not effected any
transactions in the Common Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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